Bleach 10: The Beginning
by ACSkywalker
Summary: Parrings: Ben/Harem Cade/Harem Kevin/Gwen, Ichigo/Rukia/Orihime. Slight crossover with characters from: Marvel, DC, Ed, Edd, n' Eddy, A Nightmare on Elm Street Friday the 13th, Halloween, Sonic, and Generator Rex etc.
1. Chapter 1

**Okay reader this is a story I adopted from Spider-man999 So the first five chapters are mostly his work but I have added a bit to them**

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Chapter One: Welcome to Hueco Mundo, Ben Tennyson, Cade Shanley.

Ben Tennyson & Cade Shanley groaned as they slowly opened their eyes.

"What happened Cade?" he asked Cade. Last thing they remembered was enjoying a nice smoothie and mountain dew when a strange hole opened up in thin air and they was sucked into it.

"How should I know Ben! The last thing I remember was having mountain dew when that stupid portal suck us in!" Cade said angered that he's away from his friends.

"Never mind Cade. But where are we?" Ben said.

Wobbling to there feet, Ben & Cade looked around. Much to their surprise, they found themselves in some kind of desert. It was night time, obvious from the fact that the sky was dark and there was a crescent moon up there.

"Okay," Ben said. "Where are we?"

"I don't know Ben. Egypt?" Cade said just as confused as Ben is.

Ben looked to the left, Cade to the right. Nothing as far as the eye could see. But that changed as soon as they turned around.

"Whoa!" they breathed.

Standing in the distance was some kind of massive dome. Ben & Cade had never seen that before in there entire life. Did it belong to humans or aliens? Was it safe to go there?

"Well," Ben admitted. "It's better than staying out in the desert and waiting for something to happen."

"As much as I hate to admit it your right Ben." Cade admitted

Ben activated the Ultimatrix and switched the dial to Jetray. With that, he slammed down on the dial and transformed into the giant red stingray.

"Jetray!" Jet Ray yelled

"Well if your going Jetray Ben I'm going for an old favorite." Cade said as he activated his Ultimatrix and switched the dial to Stinkfly. With that, he slammed the down the dial and transformed into a giant bug.

"Stinkfly!"

"Man I never thought that one was still in their Cade." Jetray exclaimed.

"Remember when Ben 10,000 & Cade 10,000 restored Swampfire & Way Big they gave us back all of our old transformations plus new ones." Stinkfly exclaimed.

"Oh yeah I forgot about that." Jetray said.

Taking off into the sky, Jetray & Stinkfly zoomed at their fastest speed to get to the giant dome. As they flew, Jetray and Stinkfly thought about the events that brought them to this wasteland.

"Okay, Cade. Think. We were having a smoothy with Gwen and Kevin, then a hole opens up and we get sucked in. But what was that hole in the first place? It didn't look like any portal we had seen before. And what made the portal anyway?"

"I have no idea Ben there could be a reason we got sucked in there. I mean life has never treated us this easy before."

All this and more jumbled through Ben's and Cade's mind as they got closer to the giant dome. They wondered what kind of people lived in that dome and if they could help them. But then the possibility that there was no one there at all occurred to Ben or Cade. A big dome like that in the middle of a desert? Well, Ben and Cade had encountered many bizarre places that turned out not to be deserted. But usually the inhabitants of those places were far from friendly. But just as they were within walking distance of the dome, giant hands of sand came out of the ground and grabbed Jetray and Stinkfly in its fist.

"Hey!" Jetray yelled. "What in the… Let me go!"

"I Second that motion!" Stinkfly yelled "Let me go!"

And then Jet Ray & Stinkfly saw that the giant hand belong to a giant made of sand. It rose out of the ground and looked at Jetray and Stinkfly, who was struggling to get out of the giant's clutches.

Stinkfly was thinking who was he? Sandman's long lost brother? But then he remember that Flint Marko was the only child.

"Who dares trespass to the sanctity of Las Noches?" the creature bellowed at Jetray and Stinkfly. "What manner of creatures are you? You both are not a Hollow or an Arrancar."

"Las Noches?" Jetray & Stinkfly asked at the same time. "Is that what that dome thing is called?" "I guess it is." If they recalled correctly, there was no place on Earth that went by the name of Las Noches. Then again, it sounded Spanish. Did they somehow wind up in Spain? Then they remembered the sand monsters other two questions. "Hollow? Arrancar? What in the world are you talking about? Where are we?" Jetray asked. "Yeah we want to know where the hell we are!"

"Do you jest with me, creatures?" the sand giant rumbled. "You expect me to believe that you two came to Hueco Mundo by accident."

_'Hueco Mundo?'_ Ben & Cade thought. Was that the name of the desert? Now Ben and Cade are both really confused. They remembered studying deserts in geography. And they had never heard of a desert called Hueco Mundo.

"Do you take me for a fool, monstrosity?" the sand giant asked.

"Look who's talking," Jetray shot back, annoyed that this freak show made of sand had the nerve to call him a monstrosity. "Look, we're just a little lost that's all. We have no idea where we are or how we got here. Just let us through and see whoever's in charge of this place."

"I'm with my friend on this one. We just want to go home." Stinkfly explained.

The sand monster bellowed in laughter. "Now I know that you take me for a fool, creatures. I allow no intruders to enter the sanctity of Las Noches. Aizen-sama does not need to be bothered by a creature like you."

Jetray struggled not to laugh. "Aizen-sama?" he asked. "What kind of a name is that?"

But Stinkfly was laughing so hard it looked like he was dying. "Aizen-sama that sounds like a stupid name!" Stinkfly said as he was laughing.

"You dare insult Aizen-sama?" the monster roared. "I'll crush you both!"

"Yeah, right," Jetray said. He fired neuroshock beams out of his eyes and straight into the sand creature's head. While Stinkfly fired goo out of his mouth and eyes straight into the sand creature's gut It was a bull's-eye! But Jetray's & Stinkfly's victory was short lived as the beams & goo went through the creature's head and he merely reformed it.

"Uh-oh," was all that Jetray could say.

"Ah hell" was all that Stinkfly could say.

Roaring, the sand creature raised both of its fist and slammed it down to the ground. Jetray & Stinkfly groaned in pain as they struggled to get free. They tried using their beams & goo on both of the creature's hand. It blasted the fingers, giving Jetray and Stinkfly enough time to fly out before they reformed. The sand creature tried to swat at Jet Ray and Stinkfly, but Jetray & Stinkfly was much faster and easily as their opponent's attempts at capturing them. Jet Ray kept trying his neuroshock blasts on the guy, but it had no effect on the sand body. Stinkfly was using his goo attacks on the guy they also have no effect.

"Okay, think Cade," Jetray told Stinkfly. "Laser beams don't hurt him, so what can?"

"Water of course Ben it's time to go Water Hazard!" Stinkfly exclaimed.

Jet Ray slapped his head at Stinkfly's idea and said "Of course."

Jet Ray & Stinkfly flew to the ground and landed. The sand creature noticed this and raised its fist again. Quickly, Jetray & Stinkfly touched the Ultimatrix dial. In a flash of Green & Red light, Jetray and Stinkfly was gone. In their place was a humanoid creature in a redish exo-skeleton with a domed helmet like structure covering the back of his head. Overall, he looked like an oyster or clam on a human-like body. The one on Jetray's place had an green hourglass symbol while the one on Stinkfly's place had a red hourglass symbol

"Water Hazard!" the new forms cried.

"What in all creation…" the sand being said, thrown off both intruder's bizarre transformation.

Thinking quickly, Both Water Hazards raised his hands.

"You look like you need to cool off," he said and released powerful jets of water out of his hands, drenching the sand being.

"I couldn't agree more Ben. Hey big guy! Drinks are on us!" Water Hazard/Cade said.

"No!" it yelled. "Not water!" It let out a wail of despair that turned into a gurgling.

Both Water Hazards decided not to take any chances and continued shooting water at it. The sand creature was soon reduced to a pile of mud. The Water Hazards took advantage and started running towards the giant dome apparently called Las Noches when Water Hazard/Ben nodded his head at Water Hazard/Cade as the signal. Without even looking back to see if the creature had reformed or not, Both Water Hazards ran towards the wall. They touched the dial and turned into a wide creature with a white front and yellow back. With the same green and red hourglass symbol

"Cannonbolt!" they cried before curling up into a ball and smashing through the wall. Seeing that he was inside, Both Cannonbolts turned back into Ben &Cade. They looked at the gaping hole they had just made. They grimaced at the size of it.

"Maybe we should've used Big Chill instead," he said to Cade. "That way I could've went through it without smashing it."

"That could've been useful information like five seconds ago Tennyson." Cade said to Ben.

Ben smiled sheepishly at Cade and said "Sorry about that dude."

Cade smiled and said "Wasn't your fault Ben, I bet the owner is not going to be happy about putting a hole in the wall."

Ben & Cade decided it was time to look at their surroundings. It looked like some kind of dark tunnel. They couldn't see so much as a single thing in front of them. The only light was the light of the moon behind him.

"Oh just great," Ben grumbled. "I can't see a thing in front and I have no idea if there's anyone here who can help us figure out where on Earth are we. That is, if we're still on Earth."

"I was afraid you'll say that Ben" Cade gulped.

Ben & Cade gulped at the thought. Well, they had never heard of Hueco Mundo and they had no idea what that sand beast was. What really interested Ben was the fact that his & Cade's Ultimatrix didn't scan the creature. Just where in the universe had Ben & Cade had been taken too?

"I know what your thinking Be: why didn't our Ultimatrixs scanned the Sandman like guy" Cade explained

Ben was shocked at what Cade just said but than again they had been friends since they were kids so he can read him like a book.

"Yeah why didn't our Ultimatrixs scanned him?" Ben asked confused.

"Maybe because that Sandman Jr. isn't alien which is probably why he wasn't scanned. That and I didn't see his race on the Alien Life Form Data Base." Cade explained to his friend.

Ben took a few seconds to realized Cade had a point that sand creature isn't alien which is why it wasn't scanned. Deciding to ignore the problem so they continued their way.

"Well," he finally said. "Guess we have no choice." Taking a deep breath, Ben & Cade continued onward into the darkness.

Meanwhile, in another part of Las Noches, a meeting was being held.

"It seems we have two intruders." An intellectual but obnoxious voice said.

"How do you know that, Szayel?" an elder voice asked the first one.

"It was confirmed that our little watchdog at the front gate was defeated?"

"Runuganga was defeated, Zommari?"

"Apparently so, Yammy."

"That's pathetic. What good is a guard if he's can't keep pests out?"

"The question, Nnoitra, is who is this intruder? And why are they here?"

"Do you think Soul Society decided to invade Hueco Mundo?"

"Don't be ridiculous, Yammy. They're still recovering from learning that Aizen-sama was against them. They couldn't have been prepared to attack us so soon."

"Well somebody did, Szayel. And if they were able to defeat Runuganga, then they at least have some skill. No Menos or Gillian would be capable of such a feat."

"An adjuchas, then? It is highly doubtful that it would be a Vasto Lorde."

"Allow me to answer that, my dear Espada."

At once, all the other voice fell silent. This new soft, but more commanding voice spoke now.

"I have already sensed the reiatsus of the intruders. As unique as it seems, the reiatsu belongs to two human."

Gasps were heard all around.

"Two humans? Aizen-sama, how could a human get to Hueco Mundo, let alone get all the way to Las Noches? A normal human can't even defeat a lowly menos!"

"That is what intrigues me, Nnoitra. These humans appears to have potential. But they do not pose a threat to us. So I would like everyone to return to their quarters to await further instructions. I already have plans about to bring in these intruders. Everyone else is too stay out of the way. Is that understood?"

The silence was all the one called Aizen-sama needed to know.

"Good."

As for Ben & Cade, they finally managed to make his way past out of the darkness. Only problem, they found himself in some kind of hallway which broke off in several different directions.

"Aw, man," Ben groaned. "Why can't these things ever be easy for me, just once?"

"That's just a heroes life Ben, so stop your complaining Ben we need to find a way to get back home to Gwen and Kevin!" Cade shouted.

But Ben knew that Cade was right, complaining wasn't gonna get him out of this & get home to their friends. So he debated with himself on which direction he should go.

"Uh," he mumbled. There were so many directions to choose from. They could get lost and possibly be trapped in this strange place forever.

"Are you going to pick Ben or should I?" Cade asked.

"I'm picking I'm picking Cade! Geeze I sewer your getting this from hanging out with Kevin to much!"

Ben is trying to decide which way to go then a thought occured to him.

"Something tells me that it might be best if we just stick with going right." Ben decided.

Cade said "Okay your plan lets do this dude!" Ben nodded.

Determined to get home as soon as possible, Ben & Cade took off with a running start.

Ben & Cade were getting frustrated now. They had been running for a long time and it looked like they was getting nowhere fast. The hallway just went on and on.

"Man," Ben whined. "And I though the straight forward way was always the best way."

"Well thats ironic because you intend to jump with out thinking." Cade said cocky.

"Hey I was thinking!" Ben whined.

"Yeah well not long enough!" Cade shouted.

But there was something else on Ben's mind besides his annoyance at the unchanging scenery and Cade being smart at him. He was having an uneasy feeling in the pit of his stomach. Like maybe they shouldn't have come here after all. Same feeling goes to Cade.

"Your having the feeling to Ben?" Cade asked concurred for his friend.

"Yeah something tells use we shouldn't be here" Ben said to his friend.

"I have the same feeling to" Cade said as he nodded his head.

"But we need to get home," Ben told Cade. "Besides, if anything comes my way, We can handle it."

"Yeah because nothing can stop Cade 10 & Ben 10!" Cade said.

"Those are some pretty tough words, Nino," a voice said somewhere above Ben & Cade. "I hope you are capable of backing them up."

Ben & Cade spun around to see a man leaping across the planks above. A human? Before Ben or Cade could do anything, the man did a front flip. But he apparently messed up his timing and wound up slamming his stomach into the next plank. Groaning in man, the strange man fell to the ground. Ben frowned. Who in the world was this guy? While Cade thought to himself who was this idiot of a circus clown?

The weird man rose to his feet. He was wearing white clothes with a Spanish sense in them. His hair was arranged to look like horns like the Devil.

"Uh," Ben said. "Who are you?"

"Thats what I want to know" Cade said. "Who are ya?"

The man grinned as he took a fighting stance at Ben and Cade. "Allow to me to introduce myself, Nino." He said in a thick Spanish accent. "I am Privaron Espada 103, Dordon Alessandro Del Socacchio."

Ben & Cade stared at the man's long name. He also called himself something called a Privaron Espada. What in the world was that? "I'm Ben Tennyson." He was all he could say.

"And I'm Cade Shanley." was all Cade could say.

"A pleasure to meet you, Ben Tennyson, Cade Shanley." Dordonii said. "I hear you're the one who defeated Runuganga."

"Who?" Ben asked in confusion. "Oh you mean that sand guy?"

"I think he is referring to Sandman Jr." Cade said just as confused as Ben.

"Of course," Dordonii said. "You dared to come to the confines of Las Noches, which means you both are brave. And you both defeated Runuganga, which means that you two have fighting skill, Nino. Skills I hope to see in combat."

This threw Ben & Cade off. This guy honestly wanted to fight them? No offense to the guy, but he looked like Humungousaur or Four Arms could easily knock him silly. Ben & Cade decided to try talking there way out.

"Look," Ben said. "We don't want any trouble. We know this is hard to believe but we just woke up and found ourselves here. Some portal opened up and dropped us here. We just want to find a way to get back home."

"Yeah we got into this portal against our free will and here we are" Cade explained to Dordonii.

Dordonii's eyes widened in surprise. These boys did not come here of there own free will. Then how did they get here? Were they not the ones who defeated Runuganga? Dordonii knew there was only one way to find out.

"Even if you did not come of your own intention, Nino," he told Ben & Cade. "You are intruders. And Aizen-dono does not appreciate intruders."

"Aizen-dono?" Ben asked. "I thought his name was Aizen-sama."

"Yeah...Wait Ben sama means Master in Japan." Cade said

"Yes it dose but we all have our different titles of our master Aizen." Dordonii explained. "But you both will not get the chance to see him, Nino."

Ben & Cade glared at him. "So nothing we say can change your mind?"

"If you manage to defeat me, Nino," Dordonii told them. "Then perhaps I can convince Aizen to let you both go home."

"I knew he would say that Ben." Cade said while still glaring at Dordonii.

This was a complete lie, but Dordonii was hoping that it would motivate Ben & Cade.

'Show me what you have, Nino'. He thought.

Ben & Cade let out a groan. This just wasn't there day. Or night. Or whatever.

"Fine," Ben groaned as he activated the Ultimatrix. "But don't come crying to me when we kick your butt."

"Yeah or don't come crying to your mommy when we kick your ass!" Cade said.

Dordonii grinned again. "I'm afraid your butts are the one that's going to be kicked, Nino."

Ben & Cade grinned now as he activated the Ultimatrix. "We'll see about that."

Ben slammed the dial down. In a blinding flash of green light, Ben was now a big, red, muscular being with four eyes and four massive arms. He wore garments similar to that of a gladiator and a wrestler.

"Four Arms!" he roared.

Cade slammed his dial down. In a blinding flash of red light, Cade was now a green crystalline being with a purple rock body and crystals sticking out of his back and a crystal head making him look like a walking crystal man.

"Diamondhead!" he cried

This took Dordonii by surprise. "What in the world are you, Nino?" he cried out in shock.

Four Arms grinned as he cracked all his knuckles. "I'm the one who's going to kick your butt."

Diamondhead grinned turned his right arm into a sword. "While I'm the one who's going to give you cuts and a scar."

Wasting no time, Four Arms charged at Dordonii. Two of his fists pulled back to punch him. But just as Four Arms was about to land a blow, Dordonii vanished.

"Huh?" Four Arms asked. He stopped his charge in confusion. Suddenly a foot struck him in the back and he went flying forward before crashing into the ground. Groaning, Four Arms got to his feet and turned around to see Dordonii behind him with a smug look on his face.

"One of the biggest rules of fighting, Nino," he said. "Never judge your opponent by his appearance."

Diamondhead charged at Dordonii with his sword but only to miss to cause much to his shock. And was flying forward as Four Arms. And to see Dordonii with a smug look on his face again

"As I said before Nino" Dordonii said "Never judge your opponent by his appearance."

Four Arms & Diamondhead started. This guy had not only managed to dodge at XLR8's speed, but he kicked with enough force to send Ben & Cade flying as Four Arms and Diamondhead. Who was this guy?

"Your forms appears strong, Nino," Dordonii commented. "But it is far too slow to be a threat to me. And here you were, bragging about going to kick my butt."

Four Arms & Diamondhead ignored him and charged again. This time, Dordonii leaped into the air and swung his leg down. Four Arms raised all four of his arms to block the attack, while Diamondhead morphed both of his arms into shields, and they still found themselves being pushed down. How in the world was this guy so strong?

"If that is all you can do, Nino," Dordonii said. "Then our fight is already over. Pity. I was hoping for more of a challenge."

"You want a challenge?" Four Arms asked. "I'll give you one."

"So will I" Cade said.

He touched the Ultimatrix dial. This time he transformed into a massive dinosaur.

"Humungousaur!" he roared out.

Diamondhead touch the Ultimatrix symbol. This time he turned a plant creature with red bulbs an his shoulders and one bulb on his face as a the eye and seeds on his back.

"Wildvine!" he shouted. Dordonii laughed in excitement.

"Ah, so you do have more tricks up your sleeve, Nino." He complimented. "But says doesn't always matter."

"No," Humungousaur agreed. "But it sure does help."

"Agreed, and I'll help" Wildvine said.

Wildvine grabbed some seeds from his back and throw them at Dordonii and exploded while Humungousaur brought one giant fist down on where Dordonii and where the explosion was standing. But once again, the strange man vanished from sight. Humungousaur's fist and Wildvine's seed bombs merely hit the ground, creating a sizable hole in it.

"How is he doing that?" Humungousaur asked aloud.

"How should I know?" Wildvine asked aloud also.

That's when Humungousaur felt a foot connect with his face. While it wasn't as hard as it was when he was Four Arms, it was enough to numb the side of his face. He growled when he saw Dordonii standing in front of him.

Then Wildvine felt the same thing and was sent flying backwards almost like when he was Diamondhead.

"It is my Sonido, Nino." He told Humungousaur & Wildvine. "You will need more than size and brute strength and that plant power if you both want to get out of here alive, Nino."

Humungousaur & Wildvine growled. Already this guy's stuck up attitude was getting on there nerves. Fine. The guy wanted speed? They'd give him speed. Humungousaur touched the dial again and turned into Jetray.

"Jetray!" he roared.

While Wildvine touched his dial and turn into a blue and black velociraptor like alien with wheels for feet a blue and black striped tail clawed hands and a helmet with a visor.

"XLR8!" he roared.

Before Dordonii could do anything, Jetray fired neuroshock beams out of his eyes. The surprised Dordonii was blasted backwards and off his feet.

While XLR8 slammed into him from behind causing to fly forward.

"How about that?" Jet Ray asked, satisfied at watching his annoying opponent taking a blow.

"Let's see if thats better" XLR8 said just as satisfied that their opponent took a hit.

"Much better, Nino." Dordonii complimented. "Seems I was the one who underestimated you both, this time. Just how many of those things can you turn into?"

"Yeah right," Jetray said. "Like We'll tell you that."

"We'll never tell how many aliens we have" XLR8 said.

Dordonii sounded shocked. "Aliens...as...in...beings...from...other...plants ?" Dordonii asked

"Of course where do you think our transformations come from?" XLR8 asked.

To tell the truth Dordonii thought their forms were monsters but aliens, now thats something. Then he turned back into his annoying self. While Jetray sighed at XLR8 giving away that their forms were aliens but then again Cade would get annoyed if anyone called their forms creatures, monsters or things.

"Ah," Dordonii laughed. "Choosing to keep tricks up your sleeves, eh? Good, Nino, good. Now it's my turn to fight seriously."

Jetray & XLR8 tensed up.

"Whirl!" Dordonii yelled. "Giralda."

Jetray's & XLR8's eyes widened. Dordonii now had strange horn like structures attached to his shoulders now. And wind was blowing out of them to form two strange snake-like creatures.

"Whoa," Jetray said. "I didn't see that one coming."

"And I really didn't see that one coming either buddy."

Dordonii laughed. "It seems that we both are full of surprises, Ben Tennyson, Cade Shanley. Now let us see who truly is the stronger one, Nino!"

The two wind snakes shot forward at Jetray, who quickly maneuvered out of the way and began firing blasts out of his tail. Dordonii only gave minor grunts of pain. That's when one of the wind snakes slammed into Jetray from behind. But Jetray quickly recovered and charged at Dordonii.

XLR8 also tried to hit Dordonii with his speed which worked but one of the twin snakes hit him .

'Very impressive, Nino. Instead of attacking the weapon, you choose to attack the wielder. You are very resourceful, Nino.' Dordonii thought.

But Dordonii side stepped at the last minute, causing Jetray and XLR8 to miss him. And clash into each other. Dordonii took advantage of this to slam a kick in Jetray & XLR8. There slammed into the wall. But Jetray quickly recovered and shot neuroshock blasts out of his eyes. XLR8 ran close to Dordonii and tried to kick him. But Dordonii had one of his wind snakes block the attack. But the eye beams and the wheeled feet managed to cut through the wind snake and shot kicked into Dordonii's shoulders. He hissed in pain.

"Ha!" Jetray laughed. "Not so tough now, huh?"

"No Ben I think not!" Cade laughed.

Dordonii smiled at Jetray & XLR8. "I don't remember saying that I give up, Nino."

Jetray grinned at him. "What a coincidence. Neither did we. Right Cade?"

Behind his visor XLR8 smiled at Jetray "Right Ben lets do this."

Dordonii sent his second snake charging at Jetray the same time the Aerophibian fired his neuroshock blasts again. While the first snake charged at XLR8 at the same time the Kineceleran used his kicks again. Although Jetray's blast & XLR8's kicks went through it just like the last one, it apparently didn't kill it. Both snakes charged at Jetray, who flew away at the last second. This caused both wind snakes to crash into the wall. Jetray immediately took this opportunity to slam Dordonii into the ground.

"Give up, Dordonii," Jetray said. "We don't need to fight."

"Exactly we just need to stop" XLR8 said as he opened his visor.

Dordonii looked at Jet Ray. "Have you ever killed before, Ben Tennyson? Or what about you Cade Shanley?"

This was one question that Jetray or XLR8 never expected.

"Heh," Dordonii said at Jetray's & XLR8's silence. "Then you as good as dead, Nino. Even if you defeat me, there are ten far more powerful Arrancar waiting for you. They are the Espada, the most powerful of Aizen-dono's army. To even have a hope of defeating them, you will have to become like The Devil himself. Show any compassion in Hueco Mundo, and you will find a blade in your back."

Jetray shivered at Dordonii's words. Now he was more determined than ever to get out of here.

But as for XLR8 he growled at Dordonii's words telling him to compare himself to his enemy. So he touched the dial and turned into Humungousuar.

"Humungousuar!" he roared.

"But there is no need for me to talk about you two going up against the Espada," Dordonii continued. "Because it looks like you two won't even defeat me, Nino."

Jetray glared at Dordonii. "Oh no?" he asked before firing neuroshock blasts point black at Dordonii. It didn't kill the Privaron Espada, but the point blank blast to his head certainly did hurt. Not to mention it blasted off a good amount of his frontal hair. Despite this, Dordonii just smiled.

While Humungousuar went to his full size and was beating up Dordonii with his fists without mercy.

"AHHH! Don't you ever compare me to The Devil" he yelled in anger at Dordonii. But his anger turned into shock when he saw Dordonii grabbed his fist.

"So, you want to fight dirty, Nino? I can do that."

He hit Humungousuar in the face causing him to walk backwards

"Cade!" Jetray yelled. Angered at Dordonii he charged at Dordonii but his luck was cut short.

As Dordonii slammed a fist into Jetray. The blow sent Jetray crashing into the ceiling. Grunting in pain, Jetray finally found himself fed up.

"Okay," he said. "I starting to get really annoyed."

"Same here." Humungousuar said as he was regaining his balance.

"Then strike me down, Nino!" Dordonii yelled back to him. "If you can!"

"Fine by us!" Jetray and Humungousuar yelled. Jetray zoomed down, dodging the wind snakes and fired a triple blast out of his eyes and his tail. The blasts struck Dordonii right in the face, the combined power knocking him off his feet and slamming into the wall. But Jetray didn't let off his attack. Once he was certain that the blast had frazzled Dordonii enough, he turned into Humungousaur.

"Humungousuar!" he roared.

"Lets see how he can deal with two Humungousuars." Humungousuar/Cade said

"Nighty night, Dordonii," Humungousaur/Ben said. He grabbed the frazzled Dordonii and body slammed him into the ground.

While Humungousuar/Cade hit him to make a crater.

They hoped that had been enough to knock Dordonii out, but Dordonii was still standing.

"Will you just stay down?" they asked in annoyance. They considered becoming Ultimate Humungousaur, but decided against it. With no other choice, both Humungousaur increased his size until there was hardly any room to move. They each raised one gigantic fist and brought it down on Dordonii. The result was a massive crater in the ground. Tired, Ben & Cade turned back to normal. Cautiously, he noticed that Dordonii was dazed and stunned, but still not out.

"Man," Ben said. "What is this guy made of?"

"Who knows Ben, who knows but we know he's not Superman." Cade said

"Yeah but lets get out of here while this is our chance."

But Ben & Cade saw that this might be there chance. They had to get out now. The question was, which was should they go? Going forward would most likely bring an encounter with those Espada people they were told about. But going backwards would be nothing but a desert wasteland. As Ben & Cade considered there options, they decided to take his chances with the desert rather than meet anyone who was stronger than Dordonii.

But that's when something struck Ben & Cade in the back of the neck and darkness covered there vision.

Next thing Ben & Cade knew they were hearing voices.

"**They are just boys!** **How did those boys**_ get to Las Noches, let alone Hueco Mundo_?" Two different said right after another.

"They looks weak," said another voice. "I know Dordonii is nothing more than a Privaron Espada but I didn't think he was weak enough to get beaten by a couple of kids."

"Appearances aren't everything, Nnoitra. You of all people should know that."

"Be quiet, Szayel or I'll…"

"That's enough, Nnoitra."

This last voice sent shivers down Ben's & Cade's spines. It sounded soft and kind, but there something hidden in the tone that made you frozen with fear.

"I believe our guests have regained their consciousness now," the voice said. "You both can get up now."

Personally, Ben & Cade thought it would be safer if they just played dead. But they had no idea who they were up against and didn't want to find out what they'd do if they didn't listen. So, Ben & Cade slowly got to there feet, their vision slowly returning to them.

"Tell me, boys," the voice said. "What are your names?"

"Ben Tennyson," Ben said automatically.

"Cade Shanley," Cade said automatically.

They mentally cringed. In the movies & the comics, the hero doesn't give the villains his identity.

Cade slapped himself on the head for remembering that.

"Well, Ben Tennyson. Well Cade Shanley. Welcome to Las Noches."

Ben & Cade could see now that they was in some kind of dimly lit, but extremely massive room.

"Where are we?" Ben asked aloud.

"I was thinking that myself." Cade said awestruck by the room

"You are in my throne room, Ben Tennyson, Cade Shanley."

Ben & Cade turned around. In front of them was a large table with ten different people sitting at it. Each one looking at Ben & Cade as if sizing them up. They were all wearing white clothing of various nature and Ben & Cade could see swords at some of their sides. Ben's & Cade's hands automatically reached for their Ultimatrixs. These people were probably the Espada that Dordonii mentioned.

"Ah," said a new, mocking voice. "No need to get hostile. We're all friends here."

Ben & Cade looked at the end of the table to see a man sitting there. He had brown hair that was mostly slicked back except for a single strand. On either side of the man were two different people. One appeared African American with some kind of visor like object covering his eyes. The second man had silverish hair, a creepy smile, and eyes that were in slits so narrow that he couldn't guy if the guy's eyes were closed.

"Hiya, Ben, Hiya Cade" the silver haired man said. "How are ya both?"

Ben nor Cade didn't say anything. Mainly because they didn't know what to say.

"So tell me, Ben Tennyson, Cade Shanley" the brown haired man said. "What brings you to Hueco Mundo?"

Gulping, Ben decided to go with honesty. This man had to be this Aizen-sama or dono or whatever that he & Cade kept hearing about.

"To be honest, We don't know." He admitted. "One minute, we're relaxing at Mr. Smoothies. Suddenly this hole opens up and the next thing I knew, we found myself here."

"Call us crazy" Cade said.

"Really?" the man asked with interest and amusement. "How unfortunate."

"Aizen-sama," said on the men. This one had long black hair, an eye-patch, and a creepy smile that practically screamed danger as soon as Ben & Cade laid on eyes on him.

"Yes, Nnoitra," Aizen asked him.

"Are you going to kill them?" the one called Nnoitra asked.

Ben's and Cade's eyes widened.

"Aizen-sama," said a spectacled man with pinkish hair. "If you have no use for them, I would gladly use him for my experiments. I'm sure I could turn these humans into something useful."

"I wanna know how a couple of kids got all the way into Las Noches," said a massive, muscular man with some sort of jawbone attached to his lower one. "And how the heck did these guys managed to beat Dordonii."

"Kid!" Cade yelled angry as he reached for the Ultimatrix.

"Yes," Aizen nodded. "I am curious as to how young Ben Tennyson and young Cade managed to do so. Would you mind sharing with us, Ben, Cade?"

Ben naturally took a step back. While Cade comes close to his Ultimatrix. The massive one got out from his chair.

"If you want, Aizen-sama, I can make these kids tell us."

"Go ahead, Yammy," Aizen said. "But try to not kill them."

"Heh," the one called Yammy sneered. "That looks like it shouldn't be a problem." He began walking towards Ben & Cade.

Quickly, Ben & Cade activated the Ultimatrixs.

"I don't think so," he cried before slamming down on the dial.

"Humungousaur!" he roared.

"This is payback for calling me a kid and a boy!" Cade cried before slamming the dial.

"Humungousuar!" he roared.

Well that got the attention of everybody in the room. They just saw two human boys turn into some kind of dinosaurs as big as Yammy.

"What the…" was all Yammy could get out as the Humungousaurs crashed their fist into Yammy's face. The blow was enough to knock Yammy off his feet and sent him slamming on the table. The others merely watched as Yammy got back up to his feet, extremely mad.

"That does it, kids!" He raised his fist as if to punch the Humungousaurs. Suddenly a sort of red light formed around both of his fist. He then punched the air, but the red ball that had formed around his fist shot out as a ball of some kind of energy and slammed into the two Humungousaurs. The Humungousaurs groaned in pain as it hit him.

"You ticked me off, kids." Yammy sent him slamming on the table. The others merely watched as Yammy got back up to his feet, extremely mad. "Now I'm gonna pound you within an inch of your life."

He began bombarding both Humungousaurs with this strange fist attacks. The Humungousaurs couldn't even get close enough to lay a blow. They knew that they needed some fire power.

"Time to go Ultimate Cade!" Humungousuar/Ben yelled. Humungousuar/Cade agreed by nodding his head. Twisting the Ultimatrix dial, they slammed it again. This time, their bodies became wider, green and more like an Ankylousaurus.

"Ultimate Humungousaur!" they yelled. They took advantage of Yammy's stupefied look to turn their hands into missile launchers and began blasting Yammy. The blasts didn't really do significant damage to him, but they were hitting his head and face, so he couldn't really do much. The Ultimate Humungousaurs saw there chance and charged forward. By the time Yammy could see anything, Ultimate Humungousaur/Ben slammed both of his fists into Yammy's gut. While Ultimate Humungousuar/Cade slammed both of his fist to his face. The blow sent him crashing back into the table.

"Thats what you get for calling me a boy and a kid." Ultimate Humungousuar/Cade said.

Yammy got back up angrily. Snarling, he was about to pull his sword out when…

"That's enough, Yammy." Aizen said.

Yammy and Ben and Cade both looked at Aizen, who continued to have that smile on his face.

"I see now that young Ben and Cade are more than capable of defending themselves." He said. Then he turned to look at Ben & Cade. "That is quite a unique power you have, Ben & Cade. I am impressed. You both may change back now."

Both Ultimate Humungousaurs didn't budge.

"Aizen-sama gave you both an order!" Yammy yelled.

"Well I don't take orders from people I just meat ugly!" Ultimate Humungousuar/Cade yelled at Yammy. And having a stare off.

"It's okay, Yammy," Aizen said while sipping from a cup of tea. "Due to our reception, it is understandable for Ben & Cade to be cautious. Tell me, Ben & Cade. Am I correct in assuming that your "Humungousaur" as you called it, is not the only thing you can turn into?"

The Ultimate Humungousaurs' eyes widened in surprise.

"You both defeated both Runuganga and Dordonii," Aizen explained. "That form alone could not have defeated them. And am I correct in assuming that both of your powers comes from that device that was on your human wrists?"

Both Ultimate Humungousaurs snarled.

"You truly are unique, Ben Tennyson. Same goes for you Cade Shanley. I have never seen a power like yours. I believe I could have a use for you both."

"What?" the one called Nnoitra yelled. "You're want these worthless humans to join us?"

"Worthless?" Aizen asked with a smile. "I think not. Young Ben and young Cade could truly be helpful."

"Look," Ultimate Humungousaur/Ben said. "We appreciate the offer but we just wanna get home." "Right Cade?" he asked his friend.

"Yeah so I could hang with our friends." Ultimate Humungousuar/Cade said.

Both Ultimate Humungousaurs tensed when they noticed that some of the Espada, namely Nnoitra and some blue haired guy, were snickering at this. Aizen, however, was focused on Ben & Cade.

"I have something I need help with, Ben & Cade," Aizen said. "If you help me, I can return you both to your home."

Ben & Cade turned back to Humungousuar than back normal. But they were still uneasy. Aizen looked friendly enough, but he had allowed that Yammy guy to try and beat them up. Did Aizen know that they could take of themselves? Either way, Ben & Cade wanted to go home and if this Aizen guy wanted Ben & Cade to do anything shady, they would just refuse to do it. They both had the power of the Ultimatrix at there side. They had defeated countless foes and always came out on top. Not even Aizen and his Espada would be able to defeat Them.

"Alright," he said. "We'll help you."

"Just until we get home." Cade said

Aizen smiled what seemed to be a genuine friendly smile.

"Wonderful. Welcome to Hueco Mundo, Ben Tennyson & Cade Shanley."


	2. Chapter 2

**Okay reader this is a story I adopted from Spider-man999 So the first five chapters are mostly his work but I have added a bit to them**

**Disclaimer I own a dog and a phone.**

* * *

Chapter Two: Meet the Espada

It was completely true to say that Ben Tennyson Cade Shanley had their share of weirdness throughout their life. For one thing, finding their Omnitrix. Next, unlocking the various alien heroes that they could access with it. And after that, becoming a hero who had saved the entire universe. Then, gaining the Ultimatrix in place of the Omnitrix, and being a celebrities.

But not even all of that could prepare Ben & Cade for the adventure that they were now experiencing. Somehow they had wound up in a desert called Hueco Mundo. Now they were in Las Noches, a giant dome that, as far as they knew, was the only building in this vast wasteland. Now they was agreeing to help it's ruler, a man named Aizen, in exchange for going home.

Shortly after Ben agreed to help Aizen, he was introduced to everyone else. The silver haired man went by the name of Gin Ichimaru. The African man went by the name of Kaname Tosen. After them, Ben & Cade was introduced to the other ten people. As Ben predicted, they were the Espada that Dordonii had told them & about. According to Aizen, they were ranked from 1 to 10. The lower the number, the stronger that person was. The Espada introduced themselves from 10 to 1.

The first one, Ben & Cade was already familiar with. The massive one called Yammy. He stared at Ben & Cade with the desire to rip the teenager to shreds for humiliating him after Ben & Cade had given him a pounding as Ultimate Humungousaur. The look on Yammy's face clearly said that he, Ben & Cade still had a score to settle. What interested Ben & Cade was the fact that Yammy was number 10 of the Espada. That meant he was the weakest? This didn't go well with Ben or Cade. They had to go Ultimate in order to even land a blow on him. Just how much stronger were the others?

_'This guy is the weakest? You've got to be kidding me! He's got the strength, attitude, and anger sounds and looks similar to The Incredible Hulk.'_Cade thought while he and Ben were moving along.

The next Espada to greet Ben was tall and had a white mask with eight holes over his face. His uniform was more of a dress garb and his jacket was rather frilly.

**"Greetings, Ben Tennyson and Cade Shanley,"** the being said in a guttural voice. "**We are Espada number nine.**_ Call us Aaroniero. It will be interesting to work with you._"

Ben's and Cade's eyes widened. As Aaroniero said his name, his voice had become high and squeaky. Ben and Cade first felt like laughing, but changed their mind when Aaroniero said it would be nice to work with him. Was it their imagination or did Aaroniero sound hungry when he said that? And what did he mean by "we?" Did Aaroniero have split personalities?

'_He has split personalities like Venom and any other symbiote making it's host say I instead of We.'_Cade thought while he and Ben were moving along.

Ben & Cade tensed up when the next person walked forward. His uniform was far plainer, wearing a long shirt that covered his entire body and even up to his neck. His pink hair and glasses caused Ben & Cade to remember that this guy was the one who volunteered to experiment on him. Naturally Ben & Cade took a step back.

"Don't be afraid of me, Ben Tennyson & Cade Shanley," the man said with a smile. "I'm the Eight Espada, Szayel Aporro Granz. Forgive me for my brash attitude earlier. I had no idea that a human could be so interesting."

Ben & Cade visible shivered at this. The way Szayel said that and was looking at them was causing Ben's and Cade's brain to scream "Use the Ultimatrix!" but Ben and Cade didn't want to ruin their chance of getting home, so they endured it as they shook Szayel's outstretched hands.

_'I don't know who's creepier: this Szayel, Doctor Doom, Doctor Eggman, Venom, Carnage, The Joker, Mister Sinister, Dormammu, or M.O.D.O.K.'_Cade thought while he and Ben were moving along.

The next man was big and muscular, but not even close to Yammy. The way he wore his clothes made Ben and Cade think of martial arts robes. The man had a necklace made of what looked like claws or fangs, and he had a Mohawk made out of bones on his bald head. He had yellowish eyes and black markings on his face.

"I am the Seventh Espada, Zommari Leroux," the man said in a calm voice. "Be honored, Ben Tennyson and Cade Shanley, that you both have the privilege of being helpful to Aizen-sama."

Ben nodded his head, as Zommari did not offer his hand out like Szayel hand. But his attention was drawn to the next person who introduced himself. Now here was a familiar feeling. The feeling of danger. The feeling Ben and Cade got whenever they battled foes like Vilgax, Aggregor/Ultimate Aggregor, The Lucubra/The Creature from Beyond, Kevin's first and third mutation, Albedo, Dracula, Ghostfreak/Zs'Skayr, Darkstar or the Highbreed. This guy was trouble. He had wild blue hair and teeth that were like fangs. He had something that looked like the fragment of some kind of jawbone on the right side of his face. For some reason, the words "street punk" came to mind.

"Grimmjow Jaegerjaquez," the blue haired man said. "The Sixth Espada. Hope you got some better moves, cause anybody can beat Yammy." And without waiting for Ben or Cade to say anything, Grimmjow walked back to his seat.

_'Man this guy has a bigger ego than Kevin or Deadpool man I miss them.'_Cade thought while missing Kevin as he and Ben were moving along.

The next one was the one called Nnoitra. His uniform had a bizarre hood that had a spoon like appearance and he had boots that curled at ends. Had it been anyone else, Ben and Cade would've laughed. But Ben & Cade noticed the massive scythe like thing that Nnoitra was carrying and knew it would be best to keep their mouth shut.

"Nnoitra Jiruga," Nnoitra said with a sneer. "The 5th Espada. So, Ben. Anything in that crap on your wrist that's a challenge?"

Ben's and Cade's eyes narrowed. So this guy was mocking them?

"Plenty of them," Ben said, this time, not backing down from Nnoitra.

"Yeah we have enough forms to kick your ass!" Cade shouted. Everyone except Ben looked at Cade in shock and interest.

Nnoitra's sneer merely widened in pleasure.

"Good," Nnoitra said. "Looks like you two and I are gonna be spending a lot of time together."

Ben and Cade snarled as Nnoitra took his seat. Trying to keep their anger under control.

_'Man this guy is a bigger jerk than Kevin was when he was in his first Omnitrix alien mutation and his third Ultimatrix alien mutation'_Cade thought while he and Ben were moving along.

Ben and Cade turned to see who was next. Once they looked they did a double take to make sure he wasn't seeing things. This next guy was pure white! Like somebody had crafted a living person out of chalk. He had messy black hair, a black upper lip, and green eyes that had similarities to the eyes of a cat. Black lines like tears went down from the bottom of his eye lids to the bottom of his face. He had a helmet like head wear on the left side of his head.

"I am Ulquiorra Cifer," the man said in a pure emotionless voice. "I am the Fourth Espada."

Ben didn't know what to think of Ulquiorra. Due to his lack of emotions, it was hard for Ben to figure out what Ulquiorra thought of him. Cade thought he was cool looking.

_'Man this guy has my style he looks just like Marilyn Manson!'_Cade thought while he and Ben were moving along.

The next person who walked up caused Ben's and Cade's face to immediately burn with embarrasement as they tried to look anywhere but at the woman in front of them. She had dark, exotic skin with blonde hair and green eyes. But that wasn't what was embarrassing Ben and Cade. Her shirt covered the upper half of her body and even her mouth, but it didn't completely cover the one thing that was making Ben feel redder than a tomato. The lower part of her chest was more than half exposed and Ben and Cade was trying hard not to stare at her. They felt so embarrassed.

"Tia Harribel," the woman said in a calm voice. "The 3rd Espada. It is comforting to meet someone who has manners, Benjamin Tennyson and Cade Shanley."

Ben's and Cade's eyes widened in surprise as they saw Harribel walk back to her seat. Nnoitra scoffed at her as if he thought she was inferior, despite the fact that she was the higher ranking.

_'Ha that look on Ben's face looks funny! Too bad Kevin had to miss out on this he likes seeing Ben get embarrassed. I bet Ed would act like a idiot as usual and say "Barnacle!", Double D would be just as embarrassed as Ben is while hiding under his sock hat, Eddy would just blushing and sweating like he was around Nazz, Deadpool will be flirting with her and make 'love' with her, and grandpa will think she's my girlfriend, make fun of me, and will never let me life it down.'_Cade thought while he and Ben were moving along.

The second to last person was an old man with something that looked like a star-like crown on his head. A scar ran down one of his eyes. He looked at Ben and Cade as if they was a gum wad that had gotten stuck to the bottom of his shoes.

"Barragan Luisenbarn," the old man said gruffly and uncaringly. "2nd Espada."

He shot one last look of contempt at Ben and Cade before sitting down. Anger boiled within Ben and he seriously considered going Rath on the old guy. But Cade wanted to go Way Big on the old man.

_'Man this guy is worse than Emperor Palpitine/ Darth Sidious.'_Cade thought while he and Ben were moving along.' Cade thought while he and Ben were moving along for on last time.

But their attention was drawn to the last guy. He had shoulder length brown hair and a faded goatee. He also had a look between boredom and sleepiness on his face.

"Coyote Starrk," the man said drowsily. "The Primera Espada. Sorry about this, but I'm exhausted right now."

Ben and Cade both raised an eyebrow. This guy was supposed to be the number one Espada? He looked like he was gonna collapse and fall asleep and any minute. Ben and Cade watched as Starrk took his spot next at the table.

_'He may have the name Stark but hes no Iron Man.'_Cade thought

"Now, Ben and Cade," Aizen spoke. "You have been introduced to all the Espada. Now it's your turn."

Ben and Cade each raised an eyebrow at Aizen. "Huh?" they asked at the same time.

Aizen smiled at them. "I would like very much to see all the things that you both can turn into."

Distrust filled Ben's and Cade's mind. The last time they had shown off their alien forms, they had nearly been killed by a giant robot. They were not in the mood to go through anything that was even remotely similar.

"I see that you still have trouble trusting me, Ben and Cade," Aizen said with that eerie smile on his face.

"Er," Ben said. "It's not you personally, Aizen." Ben noticed some of the Espada were looking at him in annoyance that he did not say "sama" at the end. It sounded Japanese. Was _"sama"_some kind of word of respect for a superior? Cade slapped Ben on the head and earned a 'OW' from him.

"Ben have you forgotten?" he asked his friend.

"What?" Ben asked while rubbing on his head.

"Sama is Japanese for master, lord or emperor." Cade explained to Ben.

"Oh" was all Ben could say.

Cade bowed of apologize. "Sorry Aizen-sama." he apologized "You see me and Ben are not Japanese we're Americans." he explained.

Everyone was shocked that they are not Japanese but Americans no thats something.

"I understand, Ben and Cade," Aizen said."But you two have nothing to fear from us. We will not hurt you two."

Ben & Cade looked at Aizen doubtfully. This contradicted what Dordonii had told them during their fight.

"I understand your doubt, Ben and Cade," Aizen continued, noticing the doubtful look on their face. "We have not been the most gracious of hosts to you."

_'That's a way to put it'._Ben and Cade thought, remembering Runuganga, Dordonii, and how Aizen had allowed Yammy to attack them.

"Benjamin and Cade," the one named Tosen said. "When Aizen says you are safe, that means you are."

Ben and Cade couldn't figure Tosen out. But they sure felt better around Tosen than that other guy Gin. Tosen was the only person they were certain did not look down on them. Seeing as how there was no way out of this, Ben and Cade looked at Aizen.

"Alright," he said with a nod of his head. "I'll do it."

"If Ben's going to do it than so am I." Cade said with a nod of his own.

"Thank you, Ben and Cade," Aizen said.

"Aizen-sama," Szayel suddenly perked up, causing all heads to turn at him. Ben and Cade had a sick feeling in the pit of their stomachs.

"Yes, Szayel?" Aizen asked his Espada.

"Having Ben & Cade here merely show us their transformations is absolutely no fun at all. Why don't we see their forms in action?"

Ben and Cade both gave out a low groan. Szayel was going to pit him against who knew what, just to see all that Ben and Cade could do. Already they were feeling like some kind of guinea pigs.

"Why not?" the one called Grimmjow said. "Might as well see if the kids can do anything."

"Did you not see the boys fight with Yammy, Grimmjow?" Ulquiorra asked him. "They were capable of trading blows with him. While it was only Yammy who he was fighting, the boys does have some amount of potential."

Now that really burned Ben up. Ulquiorra was looking down on it, but admitting that there was a chance that Ben was slightly more than dead weight. But Cade understands Ulquiorra's attitude because he's like a goth person and goth people always look things down.

Yammy was ticked off too, but for an entirely different reason than Ben. "They got lucky!" Yammy roared. "I didn't expect the kids to turn into that Humungo whatever they called it."

"I believe Ben and Cade referred to the transformation as "Humungousaur", Yammy," Szayel told him.

Yammy just snarled at Szayel.

"Well, Szayel," Aizen said. "I agree with you. I'd like to see what young Ben and young Cade are capable of. A demonstration of their powers would be an excellent idea."

Ben's and Cade's shoulders drooped. "You want us to fight more people?" they whined.

This took everyone by surprise. They had seen people react in many ways to Aizen: begging, crying, yelling, cursing. But no one had ever whined to Aizen like a little kid. That was definitely a first.

"Don't worry, Ben and Cade," Aizen said to him. "I just wish to see your forms in action. I will intervene before anything serious should occur."

Ben and Cade looked at Aizen doubtfully. It sure didn't seem that way when he allowed Yammy to attack him.

Yammy got up. "Aizen-sama. I would be more than happy to test the runts."

Ben glared at Yammy. "I'd like to see you try." He said. "We were was totally kicking your butt as Humungousaur."

Cade also glared at Yammy. "So help us we'll do it again." he said

Yammy turned at Ben and Cade. "You both got lucky, that's all!" he roared. "I'm gonna squash you both flat." He moved towards Ben.

"Please sat back down, Yammy." Aizen said in a very calm voice.

Yammy instantly froze, looked at Aizen, then grumpily returned to his seat.

"Now," Aizen continued. "The question here is; who do we use to test Ben and Cade? We know that they can hold their own against the Privaron Espada. It is difficult to say at the moment how Ben and Cade ranks amongst you, my Espada. We know they can at least go against Yammy."

"Aizen-sama," Tosen said. "Why not allow Benjamin and Cade to battle some of the other Privaron Espada?"

Aizen smiled. "That would be a perfect idea. Since Ben and Cade has already battled Dordonii, I will select new opponents for Ben and Cade. Gin, send for Cirucci Sanderwicci and Gantenbainne Mosqueada."

Gin nodded. "Of course," he said in eerily cheerful tone that gave Ben and Cade the willies.

"So," Ben decided to start conversation. "What's the difference between Espada and Privaron Espada?" he asked.

"Yeah I was wondering about that myself, what is the difference between Espada and Privaron Espada?" Cade asked

"I can explain, young Benjamin and young Cade," Tosen said. "Privaron Espada are those who used to be Espada, but were demoted for various reasons. When an Espada is demoted, they receive a three digit number and are replaced by a new Arrancar."

"By the way," Ben said. "What exactly is an Arrancar anyway?"

"Again the same thing." Cade said

This above all things caught Aizen's interest. Ben nor Cade had no idea about Hueco Mundo, Las Noches, Arrancar, and it was safe that assume that they didn't have any idea what Hollows were. And yet, Ben and Cade had that strange device on their wrist with untold power. Aizen contemplated how he could use that power in his plan.

At that moment, Gin came back with two other people. One was a young woman with purplish hair tied in bundled pig tails. She wore a puffy looking dress with wings at the back that made Ben think of a butterfly. In her hands was a strange weapon that looked like a giant yo-yo attached to a sword handle.

She reminded Cade of a Gothic Lolita style of Japanese fashion.

The woman was blushing when she first laid her eyes on Cade and tried to hide the blush but didn't go unnoticed by Ben he can tell she has developed a crush on his friend.

"Hey Cade." Ben whispered to his friend

"What is it Ben?" Cade asked his buddy

"I think that girl likes you." Ben said. Which only made his friend blush in embarrassment.

"W...Wh...What!" Cade yelled while whispering to his friend.

"I think she likes you." Ben repeated himself.

"Have you been hanging around with my grandfather Ben?" Cade asked.

"No I'm just saying if you look real carefully." Ben said. Cade was looking at the woman but she noticed him and turned away making Cade confused.

"Sorry Ben I just don't see it." Cade told his friend.

"Ugh never mind Cade." Ben said. Cade maybe intelligent but when it comes to some girl crushing on him he's clueless as a rock.

The other was an African American man wearing a big orange afro and a white outfit that made a Disco came to Ben's mind and to Cade's mind he looked like a Disco from the 1970's to the 1980's.

"Aizen-sama," the woman said while regaining her thoughts. "Who is this little kid and man?"

"Little kid?" Ben asked offended. That comment made Cade laugh and the woman blushed at hearing him laugh.

'Why am I like this around the Red One?' she thought

"She called you a little kid Ben while she called me a man. Too bad Kevin had to miss out on this." Cade said as he misses the good times he and Kevin shared to humiliate, embarrass, torture, and make Ben's life miserable as Ben or as Rath until Ben's cousin Gwen ruins the fun. The woman giggled to herself at Cade's fun loving and jokester self.

"Calm yourself, Ben and Cade," Aizen said to them. Then he turned his attention to the woman. "Cirucci, this is Ben Tennyson and Cade Shanley. The ones who gave Dordonii such a hard time."

Both Cirucci and the man's eyes widened in shock. They looked at Ben and Cade before looking at Aizen.

"Aizen-sama," the man said. "Are you sure this is not some kind of joke?"

Ben and Cade frowned at the man's words.

Cirucci was about to say something but was beaten by Aizen.

"It is no joke, Gantenbainne," Aizen replied. "These boys managed to defeat Runuganga, battle Dordonii and hold their own against Yammy."

Both Gantenbainne and Cirucci stared at Ben and Cade. They briefly looked at Yammy, who's ticked off face confirmed Aizen's words.

"There is more to young Ben and young Cade than meets the eye," he said. "And I would like to see what they are capable of."

This got Cirucci and Gantenbainne's attention. So Aizen was using them just to test out these kids?

"I'll go," Cirucci said in a huff. She didn't like what Aizen was using them for, so she was gonna make sure that this Ben Tennyson wouldn't be able to so much as lift a pinky. But would try not to hurt Cade or worse.

_'I don't know why I'm feeling this way about the Cade Shanley guy.'_Cirucci thought.

Ben and Cade, on the other hand, were considering their options. Appearance wise, Cirucci didn't look all that intimidating. But they had learned from their battle with Dordonii that appearances didn't mean anything here.

"So?" Ben asked. "Where are you going to fight?"

"I was thinking about the same thing Tennyson." Cade said

Aizen smiled. "I believe this room is big enough."

Sure was. But Ben and Cade was surprised that they were going to fight with everyone else here. But then again Cade did like to show off at what his alien powers can do.

"You may begin when you're ready," Aizen told the two combatants.

Cirucci grinned. "I'm ready now!" she cried, swinging her sword.

Ben nor Cade barely had time to think as the giant yo-yo shot at them. They managed to dodge it as it crashed and made a hole in the wall. Thinking quickly, Ben activated the Ultimatrix and switched to Jetray. The form had helped him against one Privaron Espada. No harm in trying it again. He slammed the dial down.

"Jetray!" he yelled after transforming.

While Cade activated his Ultimatrix and search from his playlist until he found Heatblast. Before slamming on the dial he shouted "Flame On!" Everyone but Ben didn't know what it mean until Cade slammed the dial down.

Where Cade was a alien made of magma rocks and flames, fist that look like they can pack a punch and a magma like head with fire for eyes from the back of his head.

"Heatblast" the new form roared after transforming.

Needless to say, Cirucci's eyes bugged out when she saw what happened. "What the…" she started to say.

That's all she got out when Jetray fired neuroshock beams out of his eyes, striking Cirucci right in the stomach. The blasts knocked her off feet and crashing into the ground. As she tried to charge at Jetray, Heatblast came up to her.

"You know I always did figure you where smoking hot!" Heatblast commented as he shot out a streak of flames from his hands and hit Cirucci causing her to fly backwards.

"Smoking Hot! Get it anyone? I called her hot and I hit her with hot flames get it?" Heatblast joked. But no one was laughing while Jetray sighed if there was a cricket it would be chirping at the silence.

"Nobody never gets my jokes, critics." Heatblast said to himself.

"What's going on here?" Gantenbainne asked, rubbing his eyes several times to make sure that he wasn't seeing things.

"Young Ben and young Cade has the power to take the form of various creatures," Aizen explained.

"Aliens!" Heatblast said suddenly at the group.

"The word your looking for is aliens!" Heatblast shouted to the group causing everyone to look at him.

Everyone was shocked to hear Cade say that even Gantenbainne.

"Aliens... as...in...beings...from...other...planets... in... the...galaxy?" Gantenbainne shuttered.

"Of course where do you think our transformations come from?" Heatblast said.

Everyone was shocked at this they thought the forms where just monsters but aliens now thats shocking. But Szayel was excited to hear the announcement.

"Marvelous," Szayel said while licking his eyes. A sick look in his eyes. "Simply marvelous."

The other Espada got out of their shock and gave Szayel looks of disgust and contempt.

Cirucci got back up and glared at Jetray & Heatblast with pure hate. She tried to hate Heatblast but it was no good her feelings were getting in the way.

"Alright you freaks!" she yelled to them. "I'll teach you to mess with me!"

She raised her sword. "Rip off! Golondrina!"

Jetray's and Heatblast's eyes were huge as he saw gigantic wings sprout out of Cirucci's back. The feathers were black and had crescent shaped. She now had some kind of headdress on that was beak like with a feathery mane. It covered most of her body. Her arms became claw like and Jetray and Heatblast could see a tail swishing behind her.

"Sheesh," Jetray said. "And I thought Dordonii was weird."

"My thoughts exactly Ben." Heatblast said "But at least she isn't annoying as Dordonii."

"Your right Cade." Jetray exclaimed.

But their conversation was cut short as Cirucci was shrieking like a banshee, Cirucci flew at Jetray.

_'Jeeze she's louder than Songbird, Echo Echo, Ultimate Echo Echo, Black Canary, and The and a Banshee combined'_Heatblast thought. Than Heatblast took a big stone rock on fire underneath him as it came up to mid height right where Jetray is.

Quicky, Jetray flew into the air and fired his neuroshock beams again. But this time, Cirucci shielded herself with her wings. The lasers struck her wings but not even a scratch was on them. While Heatblast flew up and tried to set the wings on fire the flame streak also had no effect on them.

"This is bad," Jetray observed.

"Very bad Ben very bad indeed." Heatblast observed.

Cirucci unfolded her wings and gave Ben and Cade an sadistic smile.

"Yes, you little creeps," she said. "This is very bad than you thought."

Jetray & Heatblast were about to attack again, but his plans were delayed when suddenly the feathers on Cirucci's wings came off and flew and him. Jetray and Heatblast managed to dodge the attack, but they looked behind and saw that they had managed to slice through one of the pillars in the room like it was nothing.

"Oh man," Jetray said. "If we let even one of those things hit us, we're dead Cade."

"I know Ben but what can we do" Heatblast asked.

Then an idea came to them. "So we won't." they said at the same time.

The other Espada heard him. Szayel's eyes lit up in excitement.

"Yes, Ben and Cade," he said in a low voice. "Do it."

Jetray & Heatblast touched the Ultimatrix and transformed. This time they had become a form that looked like a humanoid moth with a black and blue colored body with white spots. Ben's eyes were bulbous and green while Cade's eyes were bulbous red. Overall, they had a rather spooky appearance.

"Big Chill," they whispered in an eerie voice.

Cirucci was not impressed despite the transformation.

"So you two just look different," she said. "As if that's gonna help you two."

She fired her wings again. She knew that these guys "Big Chill" as they called themselves would just dodge it. But she loved watching her prey struggle.

But rather than dodge out of the way, the Big Chills merely floated there with their arms folded. Cirucci stared. Was this new form stupid or something? She shrugged as she saw the feathers flew at him.

But rather than cut up the Big Chills like they should have, Cirucci saw her feathers go right through them. As if they was just a mere mist! Her jaw dropped and her eyes widened.

Above her, Big Chill/Ben gave her a spooky grin.

"What's the matter?" he asked in that creepy voice. "Didn't expect that?"

"No she didn't Ben" Big Chill/Cade said. "Should we cool her off Ben?"

"Yes Cade." Big Chill/Ben said "Lets do it."

Big Chill/Ben took a deep breath, and fired an icy mist right at Cirucci. Cirucci had been too speechless to move so there was nothing she could do as the icy blast struck her. Ice began to form and encase her body.

"Take a chill pill," Big Chill/Ben said to her, then chuckled at his own pun.

"Maybe she should take another chill pill." Big Chill/Cade said.

Big Chill/Cade turned intangible and flew right through Cirucci from behind and froze her back to.

Cirucci was falling until Big Chill/Cade braked her fall and hold her bridal style she blushed when it was his red eyes and hourglass symbol.

"Are you alright?" Big Chill/Cade asked her.

Cirucci nodded and smiled a real smile. "Thanks Cade." she said.

"No problem Cirucci like I always say: With Great Power There's Also A Great Responsibility." Big Chill/Cade said.

Now she know what she was feeling it was love! Love for the barer of the red Ultimatrix she didn't realized it until now.

_'I am in love with Cade Shanley.'_Cirucci thought.

Big Chill/Ben thought this would happen now he knows that Cirucci does have a crush on his friend now.

"That is enough," Aizen said suddenly.

Everyone turned to look at Aizen, who was eying the Big Chills with great interest who are now landing down and turning their wings into cloaks. While Big Chill/Cade put Cirucci down.

"I have seen enough of this battle," Aizen explained while still looking at Ben and Cade. "If I allowed this to go any further, I would lose one of my soldiers and my new friends."

Ben nor Cade didn't feel comfortable with Ben and Cade calling him friend. And Cirucci was a soldier? A soldier for what?

But Aizen continued. "Those were two impressive forms, Ben and Cade. Your first form. Jetray, seems to favor skill in flight and speed. Due to his appearance, I assume that he has underwater capabilities?"

"Yes," Big Chill/Ben replied. "We can use him for air and underwater."

Aizen nodded his approval. "A very useful form. Now on to Cade's current form. Heatblast, seems to favor fire, strength, lava, and agility. Due to his appearance I assume he can absorb fire?"

"Yeah." Big Chill/Cade replied. "We can use him to absorb fire and become stronger while doing so."

Aizen nodded his approval. "A very powerful form. Now to discuss your two's current form. I believe you called it 'Big Chill'?"

The Big Chills nodded.

"And we can use him under water as well." Big Chill/Cade explained.

"This form is definitely a prize," Szayel said while looking at the Big Chills with an almost hungry look. "Intangibility, ice powers, freezing enemies while being intangible and underwater purposes. It's an excellent combination."

"Very sneaky of you, kids," Gin said with that smile. "If both had used that in the beginning, I bet even Yammy over here wouldn't have stood a chance."

It took a moment for the comment to register in Yammy's brain. "Hold on a minute," he said. "Are you telling me that you think the kids were going easy on me?"

Gin turned his head at Yammy. If it was even possible, his smile had gotten wider. "That's exactly what I'm saying Yammy."

Yammy's hands balled into fists. His face screamed bloody murder as he looked at the Big Chills, who was simply standing as he waited for something to happen.

While Cirucci was tiring to protect Cade from Yammy when he sit back down.

_'Just you wait, punks'._ Yammy told himself. _'I'm gonna get you guys good.'_

His attention was drawn when Aizen spoke again.

"Now, Ben and Cade," he said. "I would like to see your skills against Gantenbainne now."

The Big Chills looked over at Gantenbainne. He didn't look very threatening, so they couldn't tell if they should use a different form or just stay as Big Chill.

"However," Aizen suddenly said. "I would like to see as many forms as I can, so I would for you to use any form aside from Humungousaur, Jetray, Heatblast, and Big Chill, please."

Big Chill/Ben groaned, once again another action that no one had ever used in front of Aizen before. He was robbed of four of their best forms.

Big Chill/Cade also groaned he was robbed of his favorite forms: Heatblast and Big Chill.

"Fine then." Big Chill/Ben said.

"Alright." Big Chill/Cade said.

They touched the dial. This time, they became a seven foot tall plant creature with a head that looked like an orange flame like a combo between Heatblast and Wildvine.

"Swampfire!" they cried in a nasally voice.

Szayel licked his lips. "My, how interesting." He said as he looked Swampfire up and down.

Ben resisted the urge to blast Szayel. That guy was just getting grosser and grosser. But Ben struggled to ignore him as he turned to face his and Cade's new opponent.

But Cade tried to resist turning Szayel into shish kabob but managed. That guy was just getting grosser and grosser. But Cade struggled to ignore him as he turned to face his and Ben's new opponent.

Gantenbainne took a fighting stance. "You two did pretty good to hold your own against Dordonii and Cirucci," he said. "In the name of God, let us have a good fight."

Both Swampfires got a good look at the man's weapons. They were twin blades that were on either side of the handles that he held in his hands. Sparks connected from the blades.

"Let's go," Gantenbainne said.

Both Swampfires made the first move. They raised their hands and shot streams of fire out like Heatblast. But in a flash, Gantenbainne had vanished.

"How is he doing that?" Swampfire/Ben groaned.

"Ben wait!" Swampfire/Cade said. "It must be that Sonido move that Dordonii used against us."

"Yeah Cade your right." Swampfire/Ben said.

That's when the Swampfires were aware of some kind of low boom noise behind them. They turned around to see Gantenbainne behind them.

"Too slow," the Privarion Espada said. He punched the Swampfires in the guts, and his eyes widened when his fist punched right through them. He could feel nothing but plant life and gunk as he did. Grimacing in disgust, he noticed that the Swampfires just looked at him as if they hadn't been hit at all. Then he grinned.

"Nice try," both Swampfires said before slamming their fist into Gantenbainne's face. The blow knocked him back, but he quickly regained his balance. He looked at the holes that his fists had made. Then he did a double take when he saw the wounds instantly close up.

"High speed regeneration!" he gasped.

This caught Ulquiorra's interest. So these boys had a form with regenerative properties. Perhaps the boys did have potential.

Gantenbainne scoffed. "Just cause you can regenerate doesn't mean you'll win, Tennyson and Shanley. You both got fire power but it's useless against my Sonido."

The Swampfires frowned. That Sonido was become a big bother. They had to find a way to immobilize Gantenbainne.

"Then let us try this" Swampfire/Ben said. "Cade ready?"

Swampfire/Cade smirk "Always ready Ben." he said

Pulling some seeds out of their bodies and throwing them on the ground near Gantenbainne's feet. Suddenly the seeds grew into massive plants that wrapped themselves around Gantenbainne's body. He struggled as best he could, but the vines soon covered his entire body, making him unable to use his Sonido or even move at all.

"Now that's more like it wouldn't you agree Cade," Swampfire/Ben said.

"Yes Ben it is more like it." Swampfire/Cade said to his friend.

"That takes care of you." Swampfire/Ben said.

"Yeah I would call the Gardiner but he's on Spring Break!" Swampfire/Cade joked but no one laughs while Swampfire/Ben sighed.

'No one still gets it, Kevin liked my jokes.' Swampfire/Cade thought.

"You think so, Tennyson and Shanley?" Gantenbainne asked. "I'm afraid you're both are wrong and I don't need the Gardiner."

The vines which encased Gantenbainne suddenly exploded. Both Swampfires covered their eyes to block any flying debris. When they uncovered them, they saw that Gantenbainne had changed. His arms were now covered in strange plating that were big and roundish and they went all the way down to his hands, where the blade weapons had become like dragon heads. Ben and Cade could also see an armored tail from behind him.

"Take a good look, man," Gantenbainne said. "This here is Dragna. Now the real fight starts."

He put his fists together and shot a blast of energy at both Swampfires. The Swampfires tried to dodge but they hadn't moved out of the way in time, causing their arms to be blasted off. Grunting at what happened, both Swampfires made a vine grow out of his shoulder, attach to the severed limb, and pull it back to their bodies.

"Not bad," Gantenbainne said as he saw this. "That's a pretty handy form you've got there."

Both Swampfires' responses were a blast of fire. But Gantenbainne merely shielded himself with his armored platings.

"Sorry, kids," Gantenbainne said. "But you don't stand a chance now."

"I said don't call me a kid!" Swampfire/Cade said as he blasted more fire but Gantenbainne stilled blocked it.

Both Swampfires frowned. They considered going Ultimate Swampfire, but thought against it despite Cade's disappointment. They realized what they could use instead.

"Cade." Swampfire/Ben said.

"Ben." Swampfire/Cade said

"It's time." Swampfire/Ben said.

Swampfire/Cade nodded his head at his old friend.

Touching the Ultimatrix dial, Both Swampfires transformed again. This time they were a small, pure white being with a wide head and green eyes for Ben and red eyes for Cade.

"Echo Echo!" they called out in a mechanical sounding voice.

"You making fun of me, Tennyson and Shanley?" Gantenbainne asked as he looked at the Echo Echos. "You two expect to beat me with that puny form?"

"Didn't...anyone...ever...tell...you...Gantenbainn e?" Echo Echo/Ben asked in his mechanical voice.

"Divide...and...conquer!" Echo Echo/Cade finished for Echo Echo/Ben

Everyone's eyes were on both Echo Echos as suddenly more and more of them appeared. Then, all the copies looked at Gantenbainne and released a powerful sonic blast at the Privaron Espada.

"Wall...of...Sound!" all Echo Echos shouted.

Gantenbainne howled in pain as he covered his eyes. But the sonic wave did more than that. There was enough Echo Echos to send Gantenbainne crashing into the wall, pinned down by the hammer of sound that he was being struck with. While his armor plating protected him from physical attacks, not even he could protect himself against sound. Grunting, Gantenbainne managed to use his Sonido to appear behind the small army Ben and Cade had made. He fired an energy blast, which sent the Echo Echos flying. They responded with another sonic scream at him. But since they were scattered now, Gantenbainne had been hit by an all angled sonic blast. He fell to the ground, shaking his head to clear his now scrambled senses.

"Had...enough...yet?" the lead Echo Echo of Ben asked.

"Or...should...we...shout...out...why?" the lead Echo Echo of Cade asked with his arms crossed.

Szayel looked like he was on the brig of having a heart attack. More! He resisted screaming aloud. More! I must see more!

Gantenbainne got back up to his feet. Shaking his head, he grinned at both Echo Echos.

"You're pretty good kid and man," he told Ben and Cade. "And this is a good match."

"Thank you, Gantenbainne," Aizen said suddenly. "That will be all for today."

Gantenbainne and both Echo Echos both looked at each other. Then, much to the Echo Echos' surprise, Gantenbainne held out his hand.

"Thanks for going all out with me, Ben Tennyson and Cade Shanley. You're both strong fighters."

Both Echo Echos smiled. "Thanks," Echo Echo/Ben said as he and Echo Echo/Cade shook Gantenbainne's hand. "You...too."

"And...I...hope...we...can...become...friends...to o...Gantenbainne." Echo Echo/Cade said.

"I hope so to." he said as he walked out.

With that, all the Echo Echos joined together and Ben and Cade turned back to normal.

Cirucci thought about Cade as Echo Echo and thought: 'That form looks so cute on him!' she squealed inside her head.

With that smile on his face, Aizen turned to look at his Espada.

"So, my Espada," he said. "What are your thoughts on this?"

Yammy scoffed. "So the kids managed to wound some lousy Privaron. Big deal. I'd kill them easy."

Ben glared. "Funny," he said. "I seem to remember beating you up."

Cade also glared "Yeah." he said " I remember when you went crying to your mommy when me and Ben beat ya as Ultimate Humungousuar."

Yammy snarled at Ben and Cade , but backed off as he knew that Aizen wouldn't like it.

Aaroniero spoke up. "Ben and Cade has our respect." He said in the high pitched voice. Then he spoke in the guttural voice. "It would be good to keep them around."

Sadly, that didn't boost Ben's nor Cade's confidence. Especially with the way Aaroniero said that.

"I agree with Aaroniero," said Szayel. "It was so wonderful to see all those alien forms and powers Ben and Cade showed us today. And I'm certain that that the ones we've seen are just the tip of the iceberg. I'm anxious to see more."

Zommari spoke now. "If Aizen-sama approves of Ben Tennyson and Cade Shanley, then I will stand by Aizen-sama's descicion."

Grimmjow yawned. "I don't care what you do with the kids. Let me know if he turns into a alien worth fighting."

Nnoitra spoke up. "It looks like little Ben and Cade here might save me from boredom if they got some good alien forms in that wrist thing of theirs."

Ulquiorra spoke next. "Ben Tennyson and Cade Shanley has displayed a wide variety of alien forms each with their own different powers. I can see some uses for that."

Harribel was silent for a moment. "Benjamin and Cade has displayed resourcefulness that is to be admired. They chose alien forms that would give them an advantage over his opponent when the odds were against him. This shows that Benjamin and Cade also has good knowledge of their alien forms and how to use them properly."

Barragan on the other hand merely remained silent and refused to even look at Ben or Cade. Starrk scratched his head before speaking.

"Their okay," he admitted. "But that Echo Echo form is just too noisy for my taste. Do me a favor Ben and Cade and make sure not to use that around me, okay?"

"Uh," Ben and Cade said, really uncertain how to respond to that. "Sure." "I'll keep that in mind."

Starrk nodded. "Thank you."

Aizen now turned his smile at Ben and Cade. "It would seem that the Espada are in favor of you, Ben Tennyson and Cade Shanley. And I think spending time with them will be good for you to understand Las Noches and any other questions you might have.

"Thanks." Ben and Cade said to him.

Aizen then looked at everyone. "I think it would be best if Ben and Cade were made a Fraccion."

This drew attention from both Ben and the Espada. Most gave Aizen looks of surprise. Szayel looked at Aizen with a look of glee on his face. Barragan on the other hand was looking at Aizen with fury. Ben and Cade could even see the old man's body shaking as if he was going to explode. They quickly looked away and back at Aizen.

"Uh, a Fraccion?" Ben asked him. "What is that?"

"Yeah I was also wondering about that again" Cade said.

Aizen turned that smile of his in their direction.

"A Fraccion is one who serves under an Espada," Aizen explained to them. "And I think you both would make an excellent Fraccion."

"I agree," Szayel said while standing. "In fact, I would like to request that both Ben and Cade joins my Fraccion. With my genius and their alien forms, we would make a great team."

Ben and Cade were thinking the exact opposite. They didn't want to be in the same room alone with Szayel. Even with the power of Ultimatrix, they were still disgusted with the pink haired man.

"Normally I would allow you to do so, Szayel," Aizen said to him. "However, this time I will allow Ben and Cade to decide which Espada they wants to serve under."

Szayel had a brief look of disappointment on his face as he sat back down. Ben and Cade on the other hand were just so confused.

"Ben, Cade." Aizen said. "I know this is something new for you both, but you have my guarantee that whoever you two chose will teach you all there is to know here."

Ben and Cade both looked at Aizen. Then back at the Espada.

"Now, Ben Tennyson and Cade Shanley," Aizen said. "Who will you two chose?"

"Uh," was all that came out of Ben's and Cade's mouth.

Aizen nodded his head. "I understand, Ben, Cade. You two need some time to make your decisions. You two don't need your answer right away. I will give you both time to think it over. Tosen, may you take Ben and Cade to one of the spare rooms, please?"

"Of course, Aizen-sama," Tosen said with a bow. He walked toward the hallway at the end of the room. "Come with me, Benjamin and Cade."

Blinking in confusion for a moment, Ben and Cade followed Tosen. They were in a pure white hallway. It reminded Ben and Cade of the hallway that he was in when he first reached Las Noches.

"You are unique, Benjamin Tennyson and Cade Shanley. And Harribel is right. You both are resourceful. Tell me, Benjamin and Cade. How old are you?"

"Uh," Ben and Cade thought. "16."

"Hmm," Tosen said. "Interesting."

Tosen went over to one of the doors and opened it. "Here you are, Benjamin and Cade. These shall be your quarters now. I will be back shortly to see if you two need anything." With that, Tosen walked away.

Meanwhile, Ben and Cade looked around their room. It was rather plain. It had two beds and and a couch to sit on but that was about it. Nothing else. But as Ben and Cade thought about it, this place didn't seem very high tech. But they had witnessed enough of those Espada and Privaron Espada to know that they were anything but primitive. And now Ben and Cade had to choose which of those Espada they had to be a Fraccion. Now, they had to think which one they wanted to work with. It was like picking your science partner in class. Only these people were a lot more difficult to handle than Ben's or Cade's regular classmates.

"Ugh," Ben groaned. "What to do now Cade?" he looked around to see Cade holding a picture of some sort. "Cade?" Ben asked worried about his best friend.

Cade was holding a picture of him, Kevin, Gwen, Ben, Julie, and Max at Comic Con. Kevin had his arm around Gwen while she was holding his hand and his other one around Cade who was doing his trademark smirk and thumbs up with the hand that had his wrist holding the Ultimatrix, Ben had his hand around Julie while having his own smile with his thumb up with the hand that his wrist holding the Ultimatrix, while Max had his hand on Ben's shoulder.

"I know I miss them too." Ben said as he put a hand on Cade's shoulder.

"Yeah I know but we have to do what we have to do so we can see them again." Cade said.

"That's speaking like a true Plumber Cade." Ben smiled at his friend. Cade smiled.

"Thanks Ben." Cade said

At that moment, Ben's and Cade's stomach grumbled. They realized that they hadn't eaten in a while.

"I wonder if Las Noches has chili fries and smoothies." Ben said.

"And I hope they have french fries, popcorn chicken, and Mountain Dew." Cade said, "Well lets go and see if we can't find some food."

As they were leaving they spotted Gin doing something strange. He looked like he was choking himself, but there was one other strange thing it looked like he was also talking to him self he looked up as the two boys approached.

Cade caught the end of what Gin was saying "... Captain I think I found them. Notify Itachi and Ludaquis." Then he turned to them and said "Don't screw up." Then he disappeared.


	3. Chapter 3

**Okay reader this is a story I adopted from Spider-man999 So the first few chapters are mostly his work but I have added a bit to them**

* * *

Chapter Three: The talks of the Espada

As usual, Starrk was snoozing in his chambers. He had to admit that it had been quite a day when those humans Ben Tennyson and Cade Shanley showed up. Starrk bet that not even Aizen could've predicted that Ben and Cade could turn into all those aliens they saw them use. Starrk wasn't sure how, but he had a feeling that Aizen was going to find some use for Ben and Cade.

His thoughts were interrupted by the fact that he felt someone grab a very _private _part of his body. With a yelp of pain and indignation, Starrk shot upright and was gasping for breath. He was greeted by a childish laugh. Grumbling, Starrk turned to look at the one responsible for waking him up. Standing there was a little girl wearing a very revealing outfit with a horned helmet that covered her head and one of her eyes. Any normal person would've freaked out by the hole in her chest, but holes like that were normal for the people of Hueco Mundo. The girl grinned.

"About time you woke up, Starrk," the girl said.

Starrk frowned at her. "Hello, Lilynette. What'd you wake me up for this time?"

It was Lilynette's turn to frown now. "You know why!" she said. "Something happened today and I want to know what. News is going around about some kind of intruders who were able to hold their own against the Privaron Espada."

Starrk groaned again. _Figures she'd find out. What a pain._

"Give me a break, okay?" Starrk asked as he started to dose off. But that was delayed when Lilynette kicked him right in the rear. "Ow!"

"You're not going back to sleep until you tell me what in the world is going on here!" Lilynette yelled.

"Give me a break, Lilynette," Starrk groaned. "I'm not in the mood."

Lilynette continued Starrk's rear over and over. "Tell me, you jerk! Tell me!"

"Alright, alright!" Starrk yelled. Lilynette stopped kicking him, and simply folded her arms.

"Well?" she asked.

"Someone came to Hueco Mundo," Starrk told her. "Two kids by the name of Ben Tennyson and Cade Shanley."

Lilynette's jaw dropped. "Humans? Humans? What are humans doing in Hueco Mundo?"

"How should I know?" Starrk asked her back. "According to Ben and Cade, **their** not even sure how they got here. Aizen-sama promised Ben and Cade to return him home if they helped us."

Lilynette's eyes softened. "Do they even know what we are?"

Starrk looked at the ground. "No," he admitted. "Ben nor Cade never heard of Arrancar. Safe to say that they have no idea what Hollows are."

Lilynette shook her head. "Poor kids," she said softly. "Doesn't even know what they gotten themselves into."

* * *

Baraggan on the other hand was feeling nothing but contempt and disgust towards Ben. And how could Aizen allow a measly human to become a Fraccion? That was a disgrace!

In Baraggan's quarters, he was greeted by some of his own Fraccion. A masked, blonde haired man approached him.

"Is something troubling you, Lord Baraggan?" he asked.

Baraggan merely looked at the man before finally speaking. "Yes," he said. "Aizen has allowed some human kids to become a Fraccion."

Baraggan's own Fraccion exchanged shocked looks with each other. Then one of them, a rather massive man with a calm face, spoke. "Why would Aizen have humans in Las Noches, let alone allow two of them to become a Fraccion?"

"According to the brats," Baraggan told him. "They just found themselves here. And Aizen's allowing them to become a Fraccion because the brats have the power to turn into different aliens."

This caught all of his Fraccion's interest.

"Are they Shinigami?" asked a short male with black hair and wearing what appeared to be a feline's skull on his head.

"No, Vega," Baraggan said. "It is for certain that the brats are no Shinigami. But if that's the case, where did they acquire those powers?"

But Baraggan turned to face his Fraccion.

"Not that it matters. I intend to show Aizen that the brats are not wanted and not needed. And that is where you all come in."

* * *

Harribel had gone to greet her own three Fraccion and told them about the situation.

"This is ridiculous!" shouted one of them. It was a tomboyish girl with short blue hair and different colored eyes. She also had a horn like ornament attached to her head, giving her a unicorn like appearance.

"What's wrong, Apache," asked the second of Harribel's Fraccion. This one had dark skin like Harribel, and long brown hair. Her clothing was similar to that of an Amazon on her muscle toned body. "Scared the big bad humans are gonna hurt you?"

"Ha!" Apache laughed. "Sounds to me like you're the one who's scared, Mila-Rose. But that's hardly surprising since you're just a big coward."

"What did you just say?" Mila-Rose yelled at Apache. The two glared and growled at each other until they were interrupted by a girl with long hair, three dots under one of her eyes, and having one of her long sleeved arms covering her mouth.

"Stop it, you two," she said to them. "For once, can't I just have a nice day without having to put up with your constant bickering? Since you're both obviously scared of these humans, there's no point in trying to hide it."

"Shut up, Sun-Sun!" Mila-Rose and Apache both yelled. "No one was talking to you, anyway!"

Apache snorted. "Besides, these guys are probably useless like how the other men are around here except for Aizen-sama."

"Ha!" Mila-Rose laughed. "For once we agree on something, Apache. These guys are probably no different than all the other jerks around here."

Sun-Sun sighed. As usual, it was as if Apache and Mila-Rose were trying to see who was better. Like them, she was surprised that humans had been recruited, but knew that Aizen would have a reason for allowing such a thing to happen. Rather than speak to them, Sun-Sun looked over at Harribel. Instead of going by Apache and Mila-Rose's assumption, she would see what their leader thought of the humans.

"Harribel-sama," she said. "What are these humans like?"

Harribel was silent for a moment. "Their names are Ben Tennyson and Cade Shanley. And unlike your assumption about the men here, girls, they are far from useless."

This got the girls' attention. If Harribel praised someone, then they **had** to be good.

"Really?" Apache asked with her mouth open. "What are they like?"

"You'll soon find out," Harribel told her, causing the girls to look at each other in confusion. "Baraggan has requested that Ben and Cade should do battle with some of his own Fraccion."

The three's eyes widened in shock. Then Mila-Rose scoffed.

"Figures," she said. "That old fart will do anything to make himself look superior. What about you, Harribel-sama? Do you think these Ben Tennyson and Cade Shanley stands a chance?"

"It depends on well Ben or Cade fights," Harribel told her. "In the fights I've seen them in, they had proven to be quite clever. I believe they can win."

The three girls looked at each other. These Ben Tennyson and Cade Shanley guys had to be something to earn Harribel's respect.


	4. Chapter 4

**Okay reader this is a story I adopted from Spider-man999 So the first few chapters are mostly his work but I have added a bit to them**

**Disclaimer I own nothing.**

* * *

Chapter 4 What to do with time.

But at that moment, Ben and Cade figured that they were gonna die of boredom. This place was nice and all to them, but it had absolutely nothing. No TV, no video games, no chili fries, no smoothies, no movies, no comics, no soda, no pizza, no raman noodles, no horror movies, no comic book movies, and no french fries either. Talk about torture. Not only that, but now Ben and Cade had to choose to be a _Fraccion _to one of those Espada guys. All poor Ben and Cade wanted to do was go home. Something was up though. Why didn't Aizen simply let them go home? And what did Gin mean when he had said "_Don't screw up."?_

While Ben was thinking about what Gin had said to them. Cade was playing with his red tape recorder and laughing while doing so. Ben got up from his thoughts and looked at Cade.

"Hey!" Ben shouted "Are you still listing to that thing?"

Cade got up and said "Yes I am."

"Why!" Ben asked.

"Because 1. It's funny & 2. I want Kevin to hear this." Cade said as he played the recorder.

_Tape Recorder_

_'Are you sure they have them Ben?' Cade asked to his hungry and thirsty friend._

_'Of course they do Cade.' Ben said 'I mean what place doesn't have smoothies or chili fries?'_

_'I don't know.' Cade said 'Maybe this place?' As they were walking Cade and Ben finally found Tosen 'Greetings Benjamin and Cade what can I do for you?' he asked politely._

_'Hey Tosen I was wondering if you have any smoothies or chili fries?' Ben asked Tosen for his favorite food and drink._

_Tosen looked confused and asked 'Uh Benjamin what are smoothies and chili fries?'_

_Ben looked shocked and disappointed and shuttered. While Cade sighed knowing what's going to happen in '3…2…1…' as he counted down with his fingers._

_'WH…WHA…WHA…WHAT?" Ben shouted as he ran to the corner wrapped himself in a ball whispering 'I want my smoothies, I want my smoothies, I want my smoothies!' Ben shuttered while Cade was laughing so hard he had to hold his stomach._

_'Uh what's wrong with Benjamin? And Cade and why are you laughing?' Tosen asked confused as he never saw Cade or Ben acted like this before._

_Cade managed to stop laughing to talk to Tosen. 'It's compacted Tosen and a long story.' He said 'Come on Hero.' He said as he secretly taped recorded the whole thing while dragging Ben by his jacket collar while still saying 'I want my smoothies.'_

_While they were walking out Cirucci was stalking Cade to see his likes and realized he liked seeing Ben in a humiliating, funny, and silly situation and learned of his favorite hobbies, foods, drinks, and what to do._

_Present_

Cade was laughing so hard that his face was turning red while Ben had one of humiliation and embarrassment. "It's not funny Cade!" Ben shouted at him. Cade managed to stop laughing.

"Yeah your right Ben it's not funny." Cade apologized while Ben smiled.

"Thank you Cade now give me the recorder." Ben said as he reached for the recorder but Cade took it away.

"It's hilarious Ben you should see the look on your face! I wonder what Kevin will think of this?" Cade said as he continued laughing making Ben frown again.

"Cade if you give that to Kevin I'm gonna…" Ben said.

At that moment, Ben and Cade heard a knocking at the door.

"Benjamin, Cade" Tosen's voice said. "It's me. May I come in?"

"Uh, sure," Ben said, quite caught off guard by such a thing.

"I don't see why not." Cade said also off guard.

The door opened and Tosen walked in.

"I trust you're comfortable, Benjamin, Cade?" he asked them.

"Yes sir," Ben and Cade told him. _Just bored out of my mind. _They said in their head. But Tosen was one of the few people they liked being around, so they didn't say that aloud.

"You're probably wondering why Aizen-sama has not merely sent you two home," Tosen said, causing Ben's eyes and Cade's eyes to widen. "It would seem I am right, judging by your silences."

Ben and Cade looked at the ground in embarrassment.

"The truth is, Benjamin and Cade," Tosen said in a grave voice that drew their attention. "Aizen-sama requires your assistance."

Ben and Cade stared at Tosen. Their assistance? Assistance for what?

"You see, Ben and Cade. You both came to Hueco Mundo at a very bad time. We are about to go to war."


	5. Chapter 5

**Okay reader this is a story I adopted from Spider-man999 So the first few chapters are mostly his work but I have added a bit to them**

**Disclaimer I own nothing.**

* * *

Chapter 5: Whos Fraccion?

Ben and Cade groaned as they looked at the ground. They remembered the last time they had gotten caught up in wars. The first was when they had to battle the Highbreed from wiping out all other races in existence. The second was when that little girl Probity had asked them to stop the war on her home planet. While both had different results, Ben and Cade had hoped that they had seen the last of wars, at least for a while.

"You seem familiar with war, Benjamin Tennyson and Cade Shanley," Tosen said after noting Ben's and Cade's disgruntled expression.

"I have," Ben said. "Not my favorite thing."

"Let me guess, you want us to help fight in this war?" Cade said.

"Yes, Ben and Cade," Tosen said. "But we have a good cause for this war. We are about to go to war against people called Shinigami, who live in a place called Soul Society. They are ruthless and corrupted, doing things only for their own ambition and not caring about the suffering of others."

Ben and Cade looked at Tosen in shock. "Are they that terrible?"

"They can't be that bad. Can they?" Cade asked.

Tosen nodded. "Indeed they are, Benjamin and Cade. I myself had experienced the cruelty of Soul Society. They allowed one of their own to kill a dear friend of mine and let him go unpunished."

Pity for Tosen and anger at Soul Society filled Ben's mind and Cade's mind.

"Dude," Ben said, getting up. "That is so not cool!"

"Killing… one's….friends…is…not…cool…dude!" Cade said getting up as well.

For a moment, Tosen was a bit confused by Ben's words and Cade's words. But he figured that it must be what modern kids used and he could easily tell by Ben's tone and Cade's tone that they were angry.

"What I have been through is just one example of their wickedness," Tosen went on. "And their ruler, the Spirit King, merely sits on his throne and allows the corrupted to do as they please. Aizen wants to overthrow him and create a world of peace."

This amazed Ben and Cade. Was Aizen really trying to do that? To Ben, it always seemed like Aizen treated everyone else as children and that Aizen was the only adult. To Cade Aizen is like God and Jesus Christ combine and everyone else as his creation. But Tosen seemed a truthful person, so maybe Aizen was fighting for peace.

"I will leave the decision to you, Benjamin and Cade," Tosen said. "But your help would be really appreciated."

Ben and Cade looked at the ground in silence. After hearing Tosen's story, they knew that they couldn't just leave things alone.

"Unfortunately, you two," Tosen said. "Something else requires your attention first."

Ben and Cade looked at Tosen in confusion. What did they need to do now?

"Baraggan has requested of Aizen that you battle his Fraccion. He believes that your battles with the Privaron Espada were not convincing enough to prove your worth."

Ben and Cade sighed. Figures the old guy was the one who was completely against them.

"Aizen said it would be an excellent idea so that we can see more of what you two can do," Tosen explained. "But he did say that he would leave it up to you two."

"I'll think about it," Ben said. He personally wanted in the mood to get into any more fights. But it looked like fighting was the only way to get some respect around here.

"I'll need time as well to pick." Cade said. But it would be a good way that Cade could make himself look awesome to them.

"Incidentally, Benjamin and Cade," Tosen said to Ben. "Have you decided which Espada you would like to be a Fraccion to?"

To be honest, Ben nor Cade didn't want to be anyone's Fraccion. Nothing personal, but it didn't make Ben or Cade feel comfortable. But now that Ben and Cade knew what the Espada were doing…

_Hold on a minute, _something in Ben's mind thought. _Remember what Dordonii said. He said you had to be like the Devil himself here. Show any compassion and you would wind up with a blade in your back. This doesn't make any sense. But Cade seems to be the only one who understands what it means but by the look of his face he didn't like it._

"It seems that you still don't trust us," Tosen said. "And due to your previous encounters it is completely understandable. You see, you two, Las Noches is the only haven in Hueco Mundo. Beyond this sanctity is world where it is killed or be killed. That attitude has continued within Las Noches itself. Yammy is a prime example."

Ben and Cade nodded, despite the fact that Tosen was blind. But Tosen went on.

"But Lord Aizen does not approve of needless violence. We thought you two might have been spies for Soul Society. That is why he allowed Yammy to fight you."

_That's how they handle spies? _Ben thought.

_Oh man. _Cade thought.

"I know it is difficult, Benjamin and Cade," Tosen said. "But Aizen-sama is righteous. And if anyone tries to harm you both, Aizen will make sure that justice is done."

This didn't really fill Ben or Cade with confidence. First, everyone had been all up for killing them. Now they were trying to play buddy-buddy with them. But Tosen's story about Soul Society seemed convincing enough. And Ben and Cade had become friends with some of the most unusual of people. Some of them had indeed wanted to kill them. Take Kevin, Ed, Edd, Eddy, and Deadpool for example. But now Ben, Cade, and Kevin are like brothers while Kevin is also dating Gwen.

Now on the topic of having to work with any of the Espada. Most of them gave them the creeps. In fact, the only two that didn't bother Ben were Harribel and Starrk. Starrk didn't mind them and Harribel was the only one who gave them an honest compliment. Ben blushed when he realized that he thought that Harribel was rather beautiful despite the fact that she kept her face covered up. This didn't go unnoticed by Cade and he chuckled in his head by seeing Ben's face about Harribel. They thought about their decision for a moment. No offense to Starrk, but Ben and Cade figured the guy looked extremely lazy. During their first time with the Espada, Ben and Cade could see that Starrk wanted nothing more than to drop down and fall asleep no better than Cade when there's no action around.

"Is it alright if I tell you later?" His face started to turn red, afraid that Tosen might tease him about it. But Tosen didn't seem the type of man to do such a thing. Gin on the other hand would. He certainly looked like the type of guy to do that. But there also seemed to be something slightly off with Gin something Ben couldn't quite put his finger on.

"Whoever Ben chooses I'll go with him like a set." Cade said.

"I understand, you both," Tosen said. "I shall inform Aizen-sama. Also, would you both like some time to think about Baraggan's challenge?"

Ben and Cade sighed and looked at the ground. They highly doubted that the old man was going to respect them no matter what they did. But they also knew that if he didn't make a stand, then Baraggan would probably continue to harass them much to Cade's hatred.

"Alright," Ben told him. "I'll do it."

"If Ben is going to go through with this." Cade told him "Than so will I and it'll be a great competition."

Tosen nodded. "I have confidence in you, both Benjamin and Cade . Good luck."

Ben and Cade couldn't help but feel a little touched that Tosen told them that. They really felt that they could become friends with him.


	6. Chapter 6

**This is a story I adopted from Spider-man999. So the first few chapters are mostly his work but I have added a bit to them**

**Disclaimer I own nothing.**

* * *

Chapter 6: The fight against Baraggons Fraccion

It wasn't long before all of Las Noches was aware that Ben and Cade were now going up against one of Baraggan's minions. In the majority's opinion, it was foolish. Ben and Cade had already proven that they could handle themselves against a Privaron Espada, and they were second only to the regular Espada.

"Even the weakest of my Fraccion are more than capable of dealing with the Privaron Espada," Baraggan had said when anyone told him their opinion on the outcome between Ben, Cade and his Fraccion. "Those little brats will be no match for any of them."

Of course, the main reason most were interested was because they wanted to see more of Ben's and Cade's forms. Szayel was talking to his own Fraccion about it.

"What great timing!" Szayel said to them cheerfully. "I didn't think I'd get the chance to see more of Ben's and Cade's forms so soon. I hope they use ones we haven't seen yet. I feel like imitating Yammy and yelling 'Suerta!'"

The fight was to take place outside. Tosen had come to Ben's and Cade's room and led them outside.

"Are you ready for this, Benjamin and Cade?" Tosen asked them. "Beating Baraggan's men does not necessarily mean that he will respect you."

Ben shrugged. "I figured," he said. "But I might as well let him know who he's dealing with."

"And that's a major league ass kicking." Cade said.

Soon, they went outside. What greeted Ben and Cade was a big shock. It was daylight now. But Ben and Cade noticed something was off. Instead of the massive dome, they saw a bunch of towers and pillars. They scratched their heads in confusion.

"The dome you know doubt saw outside is a fake sky that Aizen-sama created for us," Tosen explained to them. "It is always night in Hueco Mundo, so Aizen-sama decided to bring light to the darkness."

Ben and Cade whistled as they looked up in the sky. They had to give points to Aizen for creativity.

"Wow I'm impress with all this I've only see this in virtual stages." Cade said.

"Indeed Cade Shanley." Tosen said to him.

"Please Tosen just call us Ben and Cade."

"Yeah I prefer to just be called Ben." Ben said.

"As you wish Cade and Ben." Tosen nodded in understanding.

"Ah," said Aizen's voice. "Tosen, Ben and Cade. I'm glad you could make it."

Three of them turned their heads in the direction of Aizen's voice. He was standing at the left of them accompanied by the other Espada and several people that Ben and Cade figured had to be their Fraccion. They gave a look over to Harribel, wondering if she would want them to join her Fraccion. They were aware that the girls next to Harribel were three other girls. Ben blushed a little red when he realized that each of them was rather cute. But Cade still looked at Ben's face and chuckled to himself by the look on his face. Thats when Cade saw him unnoticed by everyone else stood a hooded man wearing a ragged dirty white cloak with no sleeves over a black leather jacket. All Cade could see under the hood were the the ends of four scars on his face, but when he tried to point the person out to Ben he was already gone.

"These are the kids everyone's been talking about?" a voice asked. "That's a laugh! They look pathetic!"

Ben and Cade turned to see who said that. They noticed that it came over from where Baraggan and his Fraccion were. The one who said it was a man with no shirt, which showed the many red tattoos on his body.

Another one, short one who looked around the same age as Ben and Cade as well as a feminine appearance spoke. "Lord Baraggan, you honestly want us to fight them?"

Baraggan looked at the speaker. "Aizen-**sama**," Baraggan said with heavy sarcasm. "Believes those boys are of use to us. I want him proven wrong."

Ben and Cade glared at Baraggan. Then their attention was drawn by Harribel's Fraccion.

"So this is the big, bad, Ben Tennyson and the big bad Cade Shanley we were told so much about," said the girl with the different colored eyes. "Sure doesn't look like much."

Ben and Cade frowned at that.

"Appearances can be deceiving, Apache," said the dark skinned Amazon looking one. Ben and Cade couldn't help but wonder if she had gained Harribel's lack of modesty. "You're an example of that yourself."

"What was that, Mila-Rose?" the one called Apache shouted.

As the two argued, the third girl walked over to Ben and Cade. She was much more composed than Apache and Mila-Rose, but Ben nor Cade couldn't figure out why she had one of those long sleeves over her mouth. Was she trying to cover a pimple or something?

"I apologize for my comrades' rudeness, Ben Tennyson and Cade Shanley," the girl said in a soft voice. "My name is Sun-Sun. Harribel-Sama holds you in high regard. I hope you both do not disappoint her."

"Same here," Apache and Mila-Rose said, looking at Ben and Cade. "If you two do anything to make Harribel-sama look bad then we will make you both pay."

Ben and Cade gulped at this. Talk about loyal. Maybe it wasn't such a good idea to join Harribel's Fraccion if the others were ready to kill them. Cade regained his confidence and managed to say something.

"Don't worry about it Sun-Sun because Cade Shanley is the name and I never back down from new competitions. And I know we'll win." he said with his trademark smile and thumbs up. But Ben just nodded from the outburst from before.

This shocked the girls not only did they promise to prove them wrong but to prove they won't back down. Ciurcci came next to Cade.

"Hi Cade." She said in a flirty kind of way while winking.

"Hey Ciurcci what's up?" Cade said confused at where Ciurcci was getting at.

"I just wanted to wish you good luck against that old man." she said. As Cade chuckled at her joke.

"Well it's two on one so I think Ben and I will have the advantage." he said revealing his Ultimatrix. "With this we're **indestructible** and a one alien army." While Ciurcci giggled at his self-cockiness, and attitude.

Ben now really knew that she liked Cade

"Can we get this over with?" Grimmjow rudely blurted out. Ciurcci growled at him. The others next to him (obviously his Fraccion) nodded their agreement. Aizen smiled.

"Of course, Grimmjow," Aizen said to him. He turned to face Baraggan now. "Baraggan. Have you chosen who Ben and Cade shall battle?"

Baraggan looked at Aizen, and then at Ben and Cade, and then back at his Fraccion. He looked at each one as if to size up which one should fight Ben and Cade first.

"Cuulhourne," Baraggan said finally. Ben and Cade noticed several of the others wince or grimace at this. Who was this person? Was he weak or something? But Ben's and Cade's thoughts were interrupted by a somewhat obnoxious voice that shouting cheerfully.

"Okay, okay, okay, okay!" Ben and Cade turned to see the source of the voice. And suddenly thought that they had walked into a nightmare.

Twirling like a ballerina was a muscular man dressed in clothes that were definitely not meant for a guy to wear. His pants too tight and his shirt hardly covered his chest. He had long purplish hair and wore what looked like a small tiara on his head. His face was the worst. It was as if the guy had tried and failed to make himself look like a woman.

"I am Lord Baraggan's Fraccion, Charlotte Cuulhourne," the man said while winking at Ben the same way a flirty girl would. The whole thing had Ben's face turn green enough to match his jacket. But Cade's face is more green than Ben's jacket so he grabbed a random bag and threw up.

"Cade!" Ciurcci shouted worried about her crush. And mad at Charlotte

"Oh my," Charlotte said in a poor imitation of a girl's voice. "Are you alright?"

"Just feeling a little disturbed is all," Ben said weakly, taking a step away from Charlotte. Unfortunately, Charlotte didn't get the message that **he **was the one who was creeping poor Ben and Cade out.

"Yeah but I feel more **Disturbed **than Ben." Cade said also taking a step away. No one knew except Ben knew where he was going at

"It's no good fighting if you aren't well," Charlotte said. "Maybe we should get you some help."

"No need," Ben said. "I'm okay. And I'm grateful that I didn't eat any lunch yet."

"And I'm okay as well just a temporarily puck." Cade said.

"Well then," Charlotte said energetically, oblivious to what Ben meant. "Shall we begin?" he asked while striking a feminine pose. Ben resisted the urge to bolt right then and there.

"Uh, sure," Ben shrugged, while struggling to keep himself from feeling grossed out. He knew that he was gonna have nightmares after this.

"Good," Charlotte said, pulling out his sword and kissing the blade. "Let's go."

"Agreed let's get this competition started." Cade said as music started playing in the back ground. Everyone except for Ben seemed confused but then the sounds of gunfire and sirens went of and was replaced by loud music than the lyrics started playing.

_(Play Indestructible by Disturbed)_

_Another mission,  
The powers have called me away.  
Another time,  
To carry the colors again.  
My motivation,  
An oath I've sworn to defend.  
To win the honor,  
Of coming back home again.  
No explanation,  
Will matter after we begin.  
Another dark destroyer that's buried within,  
My true vocation.  
And now my unfortunate friend,  
You will discover,  
A war you're unable to win._

Everyone except Ben was shocked to see the sun eclipsed with a black moon with red mad eyes and a creepy smile (Disturbed's mascots face) while the sky turn red night and red lightning roared from the sky Ciurcci thought it looked cool when Cade was behind all of this as the song stilled played.

_I'll have you know,  
That I've become..._

_Indestructible.  
Determination that is incorruptible.  
From the other side.  
A terror to behold.  
Annihilation will be unavoidable.  
Every broken enemy will know,  
That their opponent had to be invincible.  
Take a last look around while you're alive,  
I'm an indestructible master of war._

Cade than had taken off his red jacket revealing a sleeveless red shirt with skulls all over it as the red lightning got even more powerful and red flames rose from the ground since he took off his jacket. Everyone except Ben was shocked to see Cade cause this Ciurcci on the other hand thought Cade was hot as he took of his jacket revealing his shirt. As the song stilled continued playing

_Another reason.  
Another cause for me to fight.  
Another fuse uncovered,  
Now, for me to light.  
My dedication,  
To all that I've sworn to protect.  
I carry out my orders,  
Without a regret.  
A declaration,  
Embedded deep under my skin.  
A permanent reminder,  
Of how it began.  
No hesitation,  
When I am commanded to strike.  
You need to know,  
That you're living the fight of your life._

_You will be shown,  
How I've become..._

_Indestructible.  
Determination that is incorruptible.  
From the other side.  
A terror to behold.  
Annihilation will be unavoidable.  
Every broken enemy will know,  
That their opponent had to be invincible.  
Take a last look around while you're alive,  
I'm an indestructible master of war._

As the song was becoming instrumental Cade raised his left fist in the air making the flames and lightning become stronger and summon a fiery red tornado with the eclipsed moon's face causing Baraggan and his Fraccion trembled with fear. Now Ciurcci thought Cade was more sexy than ever than the final verse of the song began to play.

_I'm..._

_Indestructible.  
Determination that is incorruptible.  
From the other side.  
A terror to behold.  
Annihilation will be unavoidable.  
Every broken enemy will know,  
That their opponent had to be invincible.  
Take a last look around while you're alive,  
I am indestructible. (Indestructible.)_

_Indestructible  
Determination that is incorruptible.  
From the other side.  
A terror to behold.  
Annihilation will be unavoidable.  
Every broken enemy will know,  
That their opponent had to be invincible.  
Take a last look around while you're alive,  
I'm an indestructible master of war._

As the song ended the sky returned to normal and Cade put back on his jacket leaving everyone but Ben was strucked and shocked at the event that occurred here but Ciurcci thought Cade was even more sexier now than ever.

_Man no wonder why I fell in love with Cade he knows how to make an entrance and has a great taste in music _Ciurcci thought dreamily.


	7. Chapter 7

**This is a story I adopted from Spider-man999. So the first few chapters are mostly his work but I have added a bit to them**

**Disclaimer I own nothing.**

* * *

Chapter 7: The transvestite fight?

"So are we going to fight or not?" Cade asked the shocked Charlotte.

"Yeah I'm not the kind of guy that likes to stand here all day." Ben said.

"O…f…course…" Charlotte said shaken by the music.

Quickly, Ben activated the Ultimatrix, set the dial and slammed it down. After the flash of green light, Ben was replaced by a tall and lanky cycloptic creature made out of purple rock like Diamondhead. Pink stones stuck out of his back like spikes and one stuck out of his forehead like a horn. This new form struck a fighting pose.

"Chromastone!" the form shouted.

Cade activated his own Ultimatrix, set the dial and slammed it down. After a flash of red light, Cade turned into Diamondhead.

"Diamondhead!" the form cried.

Aizen raised his eyebrow with interest at these new forms. Chromastone and Diamondhead, as Ben and Cade called them, Chromastone seemed to be made of rock, but its scrawny frame clearly indicated that it made more powers than just Chromastone's body. He was curious to see what Ben could do with this form. And as for Diamondhead his body seems to be muscular and made of crystals indicated that it made more powers than just Diamondhead's body. He was also curious to see what Cade could do with this form.

But for the most part, none of the people seeing Ben and Cade for the first time were particularly impressed with these forms. They didn't look intimidating and was rather a disappointment. In fact, Baraggan thought Ben and Cade was mocking him by turning into a weak and a strong looking form. Charlotte on the other hand, didn't look bothered one bit. In fact, he seemed rather interested in Chromastone and Diamondhead.

"Ah," he said while running a hand through his own hair. "So you have decided to compete with my beauty by turning into a form made of precious stones and crystals, Ben Tennyson and Cade Shanley?" he asked. "I'm sorry but there is no beauty in all creation that can compare to mine." He then let out giggle.

Chromastone blinked at him. "Beauty? Uh, sorry pal I think you need to get a reality check. It's kinda freaking me out."

"Yeah!" Diamondhead agreed "You're ugly! You're so ugly that when you enter a Hall of Mirrors in a carnival or fair you break every mirror that comes close to your face!"

Nnoitra, Grimmjow, Grimmjow's Fraccion, and anyone else that could started laughing at Chromastone's comment and Diamondhead's joke.

"Now they finally get it." Diamondhead said to himself.

Now it was Charlotte's turn to blink at Chromastone and Diamondhead. "Oh my," he gasped. Then he walked up to Chromastone and Diamondhead, who naturally took a step back. Charlotte looked at Chromastone and Diamondhead for moment, brought his hands back, and slapped Chromastone and Diamondhead right across the face.

Being made of silicon, Chromastone and Diamondhead hardly felt the slap. But they were still thrown off the fact that the guy actually slapped them. Just how bad did this guy think he was a woman?

"How dare you?" Charlotte yelled, obviously very offended by Chromastone's words and Diamondhead's joke. "What right do you have to judge a person by their appearance?"

To be perfectly honest, Charlotte did have a point. Ben and Cade had plenty of encounters with weird people and aliens. But then again, none of them had ever acted like the opposite of their gender before, so Charlotte was something. And in a disturbingly bad way.

"Come on, already," Grimmjow yelled. "We came to see a fight, not some beauty contest. Start fighting."

"Hmph," Charlotte said with his hands on his hips and nose up in a girly manner. "Fine then," he huffed. Then he turned to face Ben and Diamondhead. "I guess it's time to start now isn't it?" he winked at Chromastone and Diamondhead, causing Chromastone and Diamondhead to blanch.

With that, Charlotte leaped high up into the air. Chromastone looked up and saw him flipping back down to where he was standing while Diamondhead had dodge knowing something bad is about to happen.

"Beautiful Charlotte Cuulhourne's Miracle Sweet Ultra Funky Fantastic Dramatic Romantic Sadistic Erotic Exotic Athletic Guillotine Attack!"

Chromastone had been too baffled by the long and pointless adjectives that Charlotte was shouting out, that he had almost failed to noticed that Charlotte was now right above him bring his sword down. Chromastone managed to leap out of the way in time and flied much to everyone's shock. But he looked down to see a giant gust of sound that burst from the ground when Charlotte struck down with his sword. His eye widened. This guy may be a little cracked in the head, but he was certainly strong. While Diamondhead witness this he knew now that he and Chromastone had to be more careful.

"Ah," Charlotte said, smiling at Chromastone's and Diamondhead's amazed expression. "I see my beautiful technique has left you completely speechless."

"No," Chromastone said as he landed down. "Not really." With that, Chromastone raised his hands and fired what appeared to be a rainbow colored beam of energy out of them and right into Charlotte's stunned face. The blast knocked him backwards and fell butt first on the desert's sand.

"Sorry to tell you this bub." Diamondhead said as he walked up to Charlotte who was trying to get up. "Me and Ben had a lot of practice in this form." As he raised both his hands up and caused three diamond pillars to rise up. And then slammed his hands down causing the pillars to slammed on the shocked Charlotte.

"Interesting," Szayel said as he looked at Chromastone and Diamondhead. "Judging from the fact that the beam Ben shot was rainbow colored and had absolutely nothing to do with a Cero, I'd say that this 'Chromastone' has the ability to absorb energy and convert it into offensive blasts and can fly. Quite impressive actually. Now on to this 'Diamondhead' has Crystalkinesis and Crystal Generation and by his body I say he also has super human strength also impressive"

Apache shrugged as she overheard Szayel. "So they got some moves. Big deal."

Grimmjow snorted. "So they picked a rock and crystal aliens that shoots rainbow beams and controls crystals? Tch. That's pathetic. I liked it better when they used things like that Humungousaur that beat up Yammy."

This got the attention of the all the other Fraccion. No one had bothered to tell them that Ben and Cade could fight on par with an Espada. Not even Grimmjow's own Fraccion were told about this. They looked at Ben and Cade with greater interest.

Charlotte brushed the sand off his clothes and looked at Chromastone and Diamondhead. "Not bad, Ben Tennyson and Cade Shanley. Seems this is a fight to see who can pull off the more beautiful technique."

Ben and Cade were really starting to regret choosing Chromastone and Diamondhead. Every time they made a move, Charlotte would misinterpret it as an attempt to upstage them in "beauty". Ben and Cade shivered at the thought. They had to hurry up and end this fight now. Chromastone charged at Charlotte, ready to punch him. Charlotte dodged out of the way and swung his sword. It clanged off Chromastone's silicon body. Charlotte tried to strike again, but Chromastone charged forward, grabbing Charlotte with surprising strength for his scrawny size and slammed Charlotte into the ground. He fired another rainbow colored blast, but Charlotte tried to dodge but Diamondhead wrapped some crystals around his feet making him unable to move but block the rainbow beam. This time the blast didn't hurt him.

"You caught me off guard with your little technique before, Ben Tennyson," Charlotte said. "But now that I know, it won't work on me again."

"Oh yeah?" Diamondhead said "Than how about this?"

Diamondhead shot crystal shards at Charlotte much to his shock as the crystals come in contact with him they exploded giving Diamondhead to turn his arm into a sword and hit Charlotte on the face with the side of hid blade but didn't kill him.

This gave Chromastone and Diamondhead had to think of something fast. Well, it looked like Chromastone and Diamondhead was no use against this guy, so they'd have to use a different alien. Touching the Ultimatrix dial, Ben and Cade transformed. This time, they transformed into what appeared to be a pile of slime in humanoid form. A strange UFO floating above their heads.

"Goop!" the aliens yelled in high pitched voice.

"Ugh!" Charlotte cried in disgust upon seeing both Goops. "What…what are those disgusting things?"

"Hey!" the Goops yelled at Charlotte. "We have names you know!"

Baraggan snorted in annoyance. "Are you trying to mock me you brats, by transforming into these ridiculous aliens?"

"Hey, Goop is a good choice," Goop/Ben snapped at Baraggan. "I'll prove it, too. Ready Cade?"

"Ready Ben!" Goop/Cade shouted to his friend.

With that, both Goops made their bodies lose their humanoid shape and shot forward at Charlotte by fusing together, the UFO devices seeming to follow them as they did. Charlotte swung his sword, but it simply passed through the Goops' slimy bodies. Charlotte recoiled as he regarded both Goops like they were some kind of germs. But soon, both Goops wrapped themselves around Charlotte's body, completely immobilizing him. Everyone else watched as Charlotte struggled to break free of the slimy situation he was in. One, it was disgusting and two, it was ugly. For someone like Charlotte, having something so ugly is so close to him was torture.

"Let go of me!" Charlotte practically screamed. He tried to flay his limbs, but both Goops had wrapped them up pretty tight.

"Say uncle!" Goop/Ben taunted, amused at how Charlotte was freaking out.

"And we'll let go and I am a man of my word." Goop/Cade taunted.

"Fascinating!" Szayel cried. "This form seems to be some kind of polymorph. Lacking an solid structure, Ben and Cade are capable of morphing this form to their needs. And the fact that it's immune to any kind of physical attack makes it even more useful of a form than at first glance. Oh, Ben and Cade you naughty boys, keeping such useful forms up your sleeves."

Harribel nodded in agreement with Szayel. It was rather clever for Ben and Cade to have a form like Goop around.

"Do you see that girls?" she asked Apache, Mila-Rose, and Sun-Sun. "Benjamin and Cade are resourceful young men."

Mila-Rose silently admitted that she had to agree with Harribel. The boys were definitely full of surprises. And the fact that most opponents would drop their guard due to Ben's and Cade's human appearance only gave them one more advantage in a fight. She could not deny that Ben and Cade were very valuable to the cause. Then she found herself wondering what these humans side was like.

When Sun-Sun had set eyes on Ben and Cade, she could see something about them. Something that made you want to believe that no matter how hard the odds were, they would come out on top. She realized it was the type of feeling that Arrancar felt around Aizen.

Apache on the other hand, just laughed out loud. "Come on, Harribel-sama," she said. "Their only doing this good cause their battling Charlotte of all people. That drag queen is too vain and full of himself to be a challenge to anyone. I'll respect these kids after I see what they can do in a **real **fight."

Unfortunately, her comment did not go unnoticed by Baraggan, who was now fuming by Apache's words.

"It would be best if you were to keep your Fraccion's tongues in check, Harribel," he said to her.

Harribel turned her head to face Baraggan. "And perhaps it would have been best for you to not have underestimated Benjamin Tennyson and Cade Shanley."

Baraggan grit his teeth. He had to do something or he was going to be disgraced in front of the other Espada. He knew that he had to tip this in his favor.

"Alright, Cuulhourne!" he yelled to Charlotte. "That'll do for the warm up."

"Warm up?" Goop/Ben yelled. "Can't you just admit that we were winning the fight?"

"Yeah we were winning and you were losing the end." Goop/Cade yelled.

"Because you both used some slime alien form due to the fact that you both were too cowardly to trade blows with Cuulhourne?" Baraggan asked. "I think not. I have someone else in mind for you two to fight."

Truth be told, Baraggan had actually expected Charlotte to have defeated the brats long before now. He hadn't counted on the boys using a form like Goop. But to be honest, he should've known better than to send Charlotte out there. He had always deemed the man the most useless of his Fraccion. His was too vain and too fearful of ugly things to be of any true use. No, Baraggan should've known to send a much more capable dragon to fight these cocky brats.

But which one? He could easily send his most powerful Fraccion to deal with the brat, but he had stated that his weaker members could defeat Ben and Cade. And using one of his stronger Fraccion would be a waste of time and it would be over too quickly. He wanted to watch this Ben Tennyson and Cade Shanley suffer as well as watch Aizen be proven wrong for the first time in his life.

_Now which to use. _Baraggan thought as he looked at each of his Fraccion.

The first among them was a tall man with white mask covering most of his face except for his mouth and his long blonde hair. A rapier was at his side as well as blade attached to his wrists. This man was Findor, the strategist of Baraggan's Fraccion.

The next one was the shortest of the group, the one with the young and rather girlish appearance. His clothing was a mandarin style jacket, sleeves rolled up on his elbows, and an upturned collar. His clothes, combined with the tiger skull on his head made him fierce. He was Ggio Vega, one of Baraggan's closer Fraccion. And he loved a good fight.

The next two were the biggest of Baraggan's Fraccion. The first one was massive and wore a helmet with short tusks protruding from the sides. The second one was extremely tall and had a resemblance to a tall and muscular Chinese monk. He had strange attachment to his chin that had two horn like structures prod out from either side. They were Nirgge Parduoc and Choe Neng Pow.

The last one was the one who had asked him if Ben and Cade were the one they were supposed to fight. He wore no jacket, which showed the red tattoos over his body. He wore a beak like helmet on his head. His name was Avirama Redder and he was most likely the most battle crazy of Baraggan's Fraccion.

Baraggan considered his options. He was certain that Choe could easily defeat Ben and Cade. Not even Humungousaur could compete with Choe's true power. But if he sent Choe, the others would consider him a coward to not sending someone Ben or Cade could hold their own against. He could send Nirgge, but he had a feeling that Humungousaur could take care of him. That left Findor, Ggio, or Avirama.

"Avirama Redder!" Baraggan yelled. "Crush them!"

"Yes, Lord Baraggan!" Avirama yelled. "It shall be done!"

With that, he walked forward. Realizing that he had a new opponent, both Goops released Charlotte and defused. Charlotte fell on his knees and began brushing himself off as he try to make sure that he didn't have a trace of Goop left on him. Baraggan looked at Charlotte disdainfully.

"I will deal with you later, Cuulhourne." He said with contempt. Charlotte wilted at the glare he was receiving. Ben and Cade couldn't help but feel sorry for Charlotte. Cade also thought how much of a jerk is he?

"Alright!" the one called Avirama yelled. "Gonna hurt you, gonna hurt you, gonna kill you!"

Goop/Ben tilted his head in confusion. "Uh, what in the world are you doing?"

Goop/Cade also tilted his head in confusion "Maybe he's doing some stupid dance."

Avirama looked at both Goops like they were crazy. "What are you, retarded? It's not a dance. It's a ritual. The three of us shout what we're gonna do to each other to get in the mood. Come on! Gonna hurt you. Gonna hurt you. Gonna kill you!"

If both Goops could roll their eyes, they would have. This guy looked stupid and violent. And he had a habit of yelling what he wanted to do to Ben and Cade. That's when an idea came to Ben. He knew just the form to use against this guy so he informed Cade.

"No way!" Goop/Cade said. "I'm not going to turn into that idiot!"

"Cade!" Goop/Ben said annoyed at him "We need to break rock with rock and fight fire with fire."

Goop/Cade sighed in defeat "Alright." Goop/Ben nodded his head in response.

Touching the Ultimatrix, they transformed. In their place was a tailless, muscular, humanoid tiger. Rather big claws were in the middle of their hands and thye had a vicious look in their eyes.

"RATH!" they yelled.


	8. Chapter 8

**This is a story I adopted from Spider-man999. So the first few chapters are mostly his work but I have added a bit to them**

**Disclaimer I own nothing.**

* * *

Chapter 8: Tigers and Falcons

Ggio's eyes widened the most when everyone saw this new transformation. More tigers? What the heck?

But both Raths' attention was only on Avirama Redder. "LET ME TELL YOU SOMETHING, PAL!" Rath/Ben yelled. "RATH IS GONNA SHOVE HIS HANDS DOWN YOUR THROAT, RIP OUT YOUR INTESTINES, AND MAKE THEM INTO A SWEATER!"

"YEAH!" Rath/Cade yelled. "RATH IS ALSO GOING TO MAKE YOUR BONES INTO A HAT!"

At first, Avirama just looked at looked at Rath in absolute shock. Then his face lit up into a huge grin.

"Yeah!" he yelled. "Now that's what I'm talking about! My blood is racing! Alright, Rath! You better not disappoint me!"

"**YOU** BETTER NOT DISSIPOINT US!" Rath/Ben shouted back.

"NOW LET'S **DO** THIS!" Rath/Cade shouted right back.

Avirama's grin widened. "Scalp, Aguila!"

Both Raths watched as Avirama transformed. His body had now become like a giant bird man completely covered in red feathers. He soared into the sky and shrieked.

Rath/Ben balled his fists in excitement. "NOW YOU'RE MAKING IT INTERESTING!" he called.

"OH! BIRD MAN! I'M GOING TO CALL YA BIRD MAN!" RATH/Cade called "CAN I CALL YA BIRD MAN BIRD MAN!"

Rath/Ben smiled at Rath/Cade "LET ME TELL YOU SOMETHING CADE SHANLEY! THAT IS A GOOD IDEA FOR BIRD MAN!"

"I KNOW IT IS BEN TENNYSON!" Rath/Cade shouted.

Avirama's real mouth, which was covered by the beak like structure he now had, was grinning bigger than ever before.

"How's this for interesting?" he called down to both Raths interrupting their conversation. "Devorar Pluma!"

Suddenly the feathers from Avirama's wings began firing at both Raths. The big guys just stood there as the feathers pelted them down. The desert sand around both Raths shooting up as each feather struck. Unlike Cirucci's feathers, which were blades, these feathers were as hard as stone. This, combined with how fast Avirama was shooting them could be equal to that of a painful meteor shower. And the fact that he could instantly regrow his feathers made it so that he could keep up the attack as much as he wanted.

"Cade!" Cirucci shouted at the thought of her crush and his friend could get hurt and enraged at Avirama.

"Tch," Avirama groaned. "They just stood there. And I was hoping that I was gonna get a good fight out of this."

When the sand cleared, everyone was in for a surprise. Both Raths were still there, still looking at Avirama like nothing had happened. They looked completely unhurt.

"IS THAT ALL YOU GOT?" Rath/Ben yelled. "IS THAT ALL YOU'VE GOT? I'VE FELT RAINDROPS MORE PAINFUL THAN THAT!"

"NO I'VE FELT MORE PAINUL RAINDROPS THAN THAT!" Rath/Cade yelled.

Avirama thought he was in paradise. Long had he wanted an opponent that could get his adrenaline pumping and make him just go wild in a fight. And now here where these shapeshifting humans who fit the bill entirely. After this fight, he'd have to see if Baraggan would still let them keep Ben and Cade as pets or something.

"Is that all I've got?" Avirama repeated to both Raths. "Not even close!"

With that, Redder fired off even more of his feathers at both Raths, who this time decided to dodge. They continued running to dodge, and proved to be quite good at it. But Avirama wouldn't let his foes get away. He flew after them.

Meanwhile, Aizen walked over to Szayel. "Well, Szayel," he said. "What is your opinion on this?"

Szayel tapped his chin. "Well," he said. "While this form is not as interesting as some of Ben's and Cade's other forms, it does have its uses. This form seems to be one purely for combat use, which is perfect to use against someone like Avirama Redder. Rath seems to be highly aggressive and very short tempered. He also appears to be the most stupid in this form, which allows them to brush off injuries like they were nothing."

Avirama was getting impatient. After all he and both Raths had just been through, this couldn't be all they were capable of. All they were doing was dodging his attacks.

"Come on, Rath," Avirama yelled to the tiger-like aliens. "This is a fight! Birds and cats are natural enemies! Show me what you've two got!"

Crouching down like a real tiger, Rath/Ben leaped into the air and slammed Avirama with a perfect uppercut. But his attack didn't end there. He grabbed Avirama by the neck, swing his body so that he would wind up on Avirama's back, and gripped him in a headlock. Avirama struggled to get Rath/Ben off, but Rath's/Ben's grip on his neck was like iron. The oxygen to his brain was effectively cut off.

"LET ME TELL YOU SOMETHING, BIRD MAN!" Rath/Ben yelled despite that fact that Avirama was at his face. "BIRDS ARE NOT CATS' ENEMIES! THEY'RE FOOD!"

As Rath/Cade jumped behind Avirama and sit on his butt. "LET ME TELL YOU SOMETHING BEN TENNYSON! RATH HAS A BETTER IDEA SO GET OF HIM" he shouted.

"WHATEVER!" Rath/Ben said as he got off of Avirama as Rath/Cade hugged him upside down and crushes him. "**_POLARIS PILEDRIVER!" _**Rath/Cade shouted as he slammed Avirama by his head as they landed and made a crater then Rath/Cade grabbed Avirama by his back. "**_ANTARIAN ARM BAR!" _**Rath/Cade shouted as he slammed Avirama by his front into a wall. "**_OPHIUCHUS FACE-PLANT!" _**Rath/Cade shouted as he threw Avirama up to the sky. "**_SIRIUS BUTT-KICKING!" _**Rath/Cade shouted as he jumped to kick his butt.

**_"COSMIC COMENT PUNSH!" _**Rath/Ben shouted as he jumped behind Avirama raised his fist back and practically slammed it against Avirama's head. As he landed in the crater Rath/Cade made.

The blow was enough to send Avirama nosediving straight into the ground.

"So is that "Sirius" like the star or "Serious" like important?" he said as he slowly got up.

"LIKE THE STAR!" Rath/Cade said

"Just wondering." Avirama said as he picked himself up.

"COME ON, BIRD MAN," Rath said. "I THOUGHT YOU SAID YOU WERE GOING TO HURT RATH! HOW ARE YOU SUPPOSED TO DO THAT WHEN YOU'RE HAVING A SAND SANDWHICH!"

"That made no sense!" Avirama shouted.

Rath/Ben growled at him "I KNOW!"

Baraggan was gritting his teeth and his fist was balled extremely tight. So far, these boys had managed to make a fool out of two of his Fraccion.

Slowly, Avirama got back up to his feet. He laughed weakly as he started to get air back in his system.

"This is great," Avirama said. "Ben Tennyson and Cade Shanley," he assumed another fighting stance. "I think I've just found my sparring partners."

Rath/Ben grinned. "JUST DON'T COME CRYING TO RATH WHEN HE KICKS YOUR BUTT SO BAD, BIRD MAN!"

"WHATEVER!" Rath/Cade said.

Avirama took off into the sky again and began blasting more of his feathers at both Raths. However, both Raths knew that if they kept fighting in their current forms, things could get messy. So instead, Rath/Ben decided to try something else instead. Touching the Ultimatrix dial, he transformed again. In his place was a big, two legged turtle like alien. It's arms were rather more like flippers and he had holes on his chest.

"Terraspin!" this new form called.

While Rath/Cade turned into Stinkfly.

"Stinkfly!" Stinkfly called.

Avirama Redder yelled. "What happened? Why'd you change into some turtle thing and some bug thing? Change back to Rath."

"I'm afraid not," Terraspin said. "I'm perfectly capable of defeating you with this form."

"Same goes for Stinkfly." Stinkfly shouted.

Avirama laughed. "Defeat me? Defeat me? And how do you intend to do that as a turtle and as a insect?"

Terraspin smiled. "Like this."

Terraspin tucked his head into his shell and jumped into his air. His legs connected together and altered themselves along with his arms to become more blade-like. Then, the limbs began to spin wildly like that of a fan and wind began pouring out of the holes in his chest. The wind erupted into a massive gale force. Avirama found himself struggling against it. While Stinkfly fired goo from his four eyes and his mouth and hit Avirama's wings so he can't fight back.

"What do these boys **not **turn into?" Apache asked.

"So many forms and so many powers," Mila-Rose noted.

"But Harribel-sama," Sun-Sun said. "What exactly does Aizen need Benjamin and Cade for?"

Harribel merely watched as Terraspin continued to use his wind powers and Stinkfly to use his goo powers on Avirama. "I'm not sure," she admitted. "But I am certain that Aizen has some need for Benjamin and Cade."

Meanwhile, Avirama tried to fire more of his arrows, but Terraspin managed to hover out of the way and Stinkfly flied away also his wings are useless. Terraspin moved his body so that his chest was facing toward the ground, using the wind he produced to allow him to hover. He flew towards Avirama and slammed into the dumbfounded man. The two crashed into the ground again. Avirama was about to get up until Terraspin slammed his shell into him again. While Stinkfly fired more goo on his back.

"What do you think you're doing?" Baraggan yelled. "Stop going easy on these humans and finish them."

Harribel looked at him. "Perhaps your subordinate isn't holding back," she stated. "Perhaps you made the mistake of underestimating Benjamin and Cade."

Baraggan glared at her. "Don't you dare mock me, Harribel. There is no way humans could defeat an Arrancar, let alone a member of my Fraccion."

Apache grinned. "Then how come I see Ben and Cade over there beating up one of **your **Fraccion, then?"

"I have seen enough," Aizen said suddenly. Everyone stopped what they were doing and looked at him. Even Ben, Cade and Avirama, who were locked in combat, stopped what they were doing.


	9. Chapter 9

**This is a story I adopted from Spider-man999. So the first few chapters are mostly his work but I have added a bit to them**

**Disclaimer I own nothing.**

* * *

Chapter 9: The choice

Baraggan glared at Aizen. "Why are you stopping them? There hasn't been a winner yet."

Aizen smiled at Baraggan. "I believe that if we went any further, Ben and Cade would win."

Baraggan's eyes shot so wide. He visibly struggled to keep himself under control. "You seem pretty confident that the brats would win."

Aizen just continued to smile at him. "I have seen enough of Ben's and Cade's skills to come to the conclusion that he no doubt wields many forms that we have not yet seen. Their wide variety of powers is what makes them so dangerous. And as Harribel had stated, Ben and Cade are very resourceful, as I have noticed with my own eyes. Without a doubt in my mind, Ben and Cade would be able to beat all of your Fraccion."

Now all of Baraggan's Fraccion were shocked and insulted by Aizen's words. And they weren't the only one. Harribel, Nnoitra, Grimmjow, and Szayel's Fraccion were all shocked. Did Aizen really hold Ben and Cade in such high regards?

"Redder! Cuulhourne!" Baraggan yelled. "Get out of my sight! You are no longer part of my Fraccion!"

Terraspin's and Stinkfly's eyes widened as they heard this. They looked at Avirama and Charlotte, who both had looks of horror on their faces. They turned themselves back to normal.

"Hold on," he said. "Isn't that a little harsh?"

"Yeah it is sure we mess around with our powers but we helped a lot of people with it to me and Ben learned that you need to see the good in people and not be a selfish jerk!" Cade said. Everyone looked at Cade and Ben shocked to learn they see the good in people and give their enemies a second chance.

Baraggan glared at Ben and Cade. "They are a disgrace. I have no need for people like that."

"Forgive us, Lord Baraggan, we beg of you!" Charlotte cried, getting on his knees and begging.

"Unforgiveable!" Baraggan yelled, striking Charlotte across the face. Charlotte tried to get up but Baraggan began stomping on him in anger.

"Hey, knock it off!" Ben yelled to him. He activated the Ultimatrix and turned into Swampfire.

"Swampfire!" he yelled

"Stop it!" Cade yelled at him. He activated the Ultimatrix "Flame On!" he shouted and turned into Heatblast.

"Heatblast!" he yelled

Before Baraggan could attack Charlotte anymore, Swampfire created a wall of fire between him and Charlotte while Heatblast created a wall of fire between him and Avirama.

"Stay out of this, you brats!" Baraggan said.

"Like I'm gonna let you beat up these guys just because they lost?" Swampfire asked. "So they lost? Big deal! That doesn't give you the right to hurt them."

"Defiantly a big deal! It's not the end of the world you can always try again." Heatblast said

This was what really took everyone by surprise.

"They are useless to me," Baraggan said to him. "I have no use for them."

"Just because they lost?" Swampfire asked. "That's stupid."

"That's more stupid then where Rath at the same time! Because I've learned time to time with great power also comes with great responsibility." Heatblast said

Baraggan raised an eyebrow at Ben and Cade. "Stupid?" he asked. "You dare?"

"That's enough," Aizen said suddenly. "Baraggan, Ben and Cade are right. There is a chance for Charlotte and Avirama to become stronger now. You can use their battle with Ben and Cade as experience and motivation. They now have someone to try and surpass. You should not just get rid of them for losing one fight."

Baraggan was fuming. He had been humiliate and utterly degraded. Not only that, but Ben and Cade had the nerve to try and stand up to him. Unforgiveable.

"Fine," he said.

Avirama and Charlotte looked at Swampfire and Heatblast, who turned back into Ben and Cade. They walked over to them. And then they bowed.

"Ben Tennyson and Cade Shanley," Avirama said. "We are in our debt."

"Yes," Charlotte said. "To defend someone you two don't even know despite the fact that they were trying to hurt you. You both possess the most beautiful heart of all."

Ben and Cade nervously chuckled at this. Talk about awkward.

"Please just call us Ben and Cade." Ben said as he and Cade shook hands with Avirama' and Charlotte's hands.

"And now everyone," Aizen said. "Ben Tennyson and Cade Shanley are to decide which of the Espada that they shall be a Fraccion to. Have you chosen, you two?"

Ben thought about it and took a gulp. _Well. _He thought. _It's now or never._

"I have chosen," Ben said. "I would like to be Harribel's Fraccion."

"If Ben chooses her than so will I." Cade said.


End file.
